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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 | ||||||||
Employee Share Option (right to buy) | $ 5.58 | 01/05/2009 | D | 50,000 | (1) | 09/12/2013 | Common Stock | 50,000 | (2) | 0 | D | ||||
Employee Share Option (right to buy) | $ 5.45 | 01/05/2009 | D | 1,030,000 | (3) | 02/12/2017 | Common Stock | 1,030,000 | (4) | 0 | D | ||||
Employee Share Option (right to buy) | $ 6.81 | 01/05/2009 | D | 200,000 | (5) | 02/12/2017 | Common Stock | 200,000 | (6) | 0 | D | ||||
Employee Share Option (right to buy) | $ 5.74 | 01/05/2009 | D | 70,000 | (7) | 02/21/2017 | Common Stock | 70,000 | (8) | 0 | D | ||||
Employee Share Option (right to buy) | $ 3 | 01/05/2009 | A | 1,350,000 | (9) | 01/05/2019 | Common Stock | 1,350,000 | (10) | 1,350,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Berger Adam C/O SPARK NETWORKS, INC. 8383 WILSHIRE BLVD., SUITE 1100 BEVERLY HILLS, CA 90211 |
Chief Executive Officer |
/s/ Adam Berger | 01/06/2009 | |
**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) | The option provided for 25% of the options to vest on September 12, 2007 and 6.25% quarterly, thereafter. |
(2) | On January 5, 2009 (the "Grant Date"), the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on September 12, 2006. In exchange, the reporting person received a replacement option on the Grant Date, for the same number of shares, having an exercise price of $3.00 per share. |
(3) | The option provided for 25% of the options to vest on February 12, 2008 and monthly vesting in equal installments for 36 months thereafter. |
(4) | On January 5, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 12, 2007. In exchange, the reporting person received a replacement option on the Grant Date, for the same number of shares, having an exercise price of $3.00 per share. |
(5) | The option provided for 25% of the options to vest on February 12, 2008 and monthly vesting in equal installments for 36 months thereafter. |
(6) | On January 5, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 12, 2007. In exchange, the reporting person received a replacement option on the Grant Date, for the same number of shares, having an exercise price of $3.00 per share. |
(7) | The option provided for 25% of the options to vest on February 21, 2008 and monthly vesting in equal installments for 36 months thereafter. |
(8) | On January 5, 2009 the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 21, 2007. In exchange, the reporting person received a replacement option on the Grant Date, for the same number of shares, having an exercise price of $3.00 per share. |
(9) | 569,363 of the options will vest on January 5, 2010 and the remaining options will vest monthly in equal installments until four (4) years after the Grant Date. |
(10) | On January 5, 2009, the issuer canceled, pursuant to the issuer's option exchange program, options previously granted to the reporting person as described in footnotes (2), (4), (6) and (8) above. In exchange, the reporting person received replacement options on the Grant Date, for the same number of shares cancelled in the aggregate, having an exercise price of $3.00 per share. |