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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McConnell Michael J C/O SPARK NETWORKS, INC. 11150 SANTA MONICA BLVD, SUITE 600 LOS ANGELES, CA 90025 |
X | Executive Chairman |
/s/ Michael J. McConnell | 08/15/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 95,000 shares of restricted common stock in the aggregate were issued pursuant to the Spark Networks, Inc. ("Spark") 2007 Omnibus Incentive Plan and Mr. McConnell's Executive Employment Agreement effective August 12, 2014 (the "Agreement"). |
(2) | The 95,000 restricted common shares includes (i) 60,000 restricted common shares subject to adjustment on a pro rata basis upon the Board of Director's determination of Mr. McConnell's achievement of certain corporate objectives, as determined in the sole discretion of the Board, at December 31, 2014, with such objectives identifying the number of shares to be vested for each such objective achieved. Failure to achieve these objectives may result in forfeiture of a portion of these 60,000 shares. The restricted common shares that are not forfeited shall vest 50% on December 31, 2015 and the remaining 50% on December 31, 2016, subject to the conditions set forth in the Agreement; and (ii) 35,000 restricted common shares which shall vest 50% upon the one year anniversary of Spark's employment of a new Chief Executive Officer ("CEO"), and the remaining 50% upon the two year anniversary of Spark's employment of a new CEO, subject to certain conditions as set forth in the Agreement. |
(3) | Includes 95,000 shares of restricted common stock as set forth in Footnotes 1 and 2. |