5//SEC Filing
JRjr33, Inc. 5
Accession 0001628280-17-001295
CIK 0001403085operating
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 1:30 PM ET
Size
12.1 KB
Accession
0001628280-17-001295
Insider Transaction Report
Form 5
JRjr33, Inc.JRJR
ROCHON WILLIAM JOHN PHILIP
Director10% Owner
Transactions
- Gift
Common Stock
2017-02-10−69,000→ 5,579,260 total - Gift
Common Stock
2016-12-12+51,750→ 166,812 total(indirect: By Trust) - Gift
Common Stock
2016-12-12+103,500→ 270,312 total(indirect: By Trust) - Gift
Common Stock
2016-12-12+17,250→ 17,250 total(indirect: By Spouse)
Footnotes (4)
- [F1]The transactions reported in this Form 4 involved gifts of an aggregate of 69,000 shares of JRjr33, Inc. common stock, par value $0.0001 per share (the "Common Stock") by the reporting person consisting of: (i) an aggregate of 51,750 shares to three separate trusts for the benefit of his three children (the "Trusts") with 17,250 shares gifted to each Trust, and (ii)17,250 shares gifted to the reporting person's spouse. The reporting person is the sole trustee of the Trusts and, therefore, is deemed to indirectly beneficially own such 51,750 shares gifted to the Trusts as well as the 17,250 shares gifted to his spouse.
- [F2]Includes (i) 1,141,760 shares of Common Stock held directly by the reporting person; (ii) 1,237,500 shares of Common Stock held by The William John Philip Rochon 2010 Dynasty Trust, of which the reporting person is the sole trustee; and (iii) 3,200,000 shares of Common Stock held by Richmont Capital Partners V LP, of which Richmont Street, LLC is its Managing General Partner, an entity controlled by the reporting person, which shares are also separately reported as beneficially owned by Richmont Capital Partners V LP.
- [F3]As previously disclosed in filings with the Securities and Exchange Commission, Richmont Capital Partners V LP, Richmont Street, LLC, Mr. John Rochon, Jr., Rochon Capital Partners Ltd. ("Rochon Capital"), John Rochon Management, Inc. ("JRM") and Mr. John P. Rochon may be deemed to be members of a group for voting purposes under the Securities Exchange Act of 1934, as amended. As such, Richmont Capital Partners V LP, Richmont Street, LLC and the reporting person may also be deemed to indirectly beneficially own the 14,162,500 shares of Common Stock held directly in the aggregate by Rochon Capital, JRM, and Mr. John P. Rochon.
- [F4]This transaction involved a gift of an aggregate of 103,500 shares of Common Stock to the Trusts by Rochon Capital. The reporting person is the sole trustee of the Trusts and, therefore, is deemed to indirectly beneficially own such shares.
Documents
Issuer
JRjr33, Inc.
CIK 0001403085
Entity typeoperating
IncorporatedFL
Related Parties
1- filerCIK 0001403085
Filing Metadata
- Form type
- 5
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 1:30 PM ET
- Size
- 12.1 KB