Form 4 Loop Media, Inc. For: Feb 05 Filed by: Bruce A. Cassidy 2013 Irrevocable Trust

October 15, 2021 7:50 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Bruce A. Cassidy 2013 Irrevocable Trust

(Last) (First) (Middle)
C/O LOOP MEDIA, INC.
700 N. CENTRAL AVE. SUITE 430

(Street)
GLENDALE CA 91203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Loop Media, Inc. [ LPTV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/05/2020   J (1)   60,000,000 (2) D (1) 0 D  
Common Stock 09/30/2020   P   960,000 A $ 1.25 960,000 D  
Common Stock 06/01/2021   J (4)   7,982 A $ 2.7957 967,982 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 02/05/2020   J (1)   200,000     (1)   (1) Common Stock 20,000,000 (1) 200,000 D  
Series A Preferred Stock (3) 02/05/2020   J (1)     2,654,000 (2)   (3)   (3) Common Stock (3) (1) 46,000 D  
Series A Preferred Stock (3) 02/05/2020   G     30,000 (2)   (3)   (3) Common Stock (3) $ 0 16,000 D  
Series A Preferred Stock (3) 02/05/2020   S     16,000 (2)   (3)   (3) Common Stock (3) $ 3.125 0 D  
4% Convertible Note (5) 12/01/2020   P   $ 750,000     (5) 12/01/2022 Common Stock (5) (5) $ 750,000 D  
Warrant $ 2.75 12/01/2020   P   68,182     (6)   (6) Common Stock 68,182 (6) 68,182 D  
Explanation of Responses:
1. On February 5, 2020, Reporting Person exchanged 60,000,000 shares of Common Stock, 2,654,000 shares of Series A Preferred Stock, forgiveness of indebtedness in the amount of $1,000,000 and $1,000,000 in cash for 200,000 shares of Series B Preferred Stock, convertible at any time by Reporting Person into 20,000,000 shares of Common Stock. The Series B Preferred Stock has no expiration date.
2. Shares reported do not reflect the 1 to 1.5 reverse stock split effective 06/08/2020.
3. Each share of Series A Preferred Stock was convertible at any time into 100 shares of Common Stock. The Series A Preferred Stock had no expiration date.
4. 7,982 shares of Common Stock received as payment-in-kind interest payments on a senior secured promissory note.
5. Notes may be converted (1) on the Maturity Date based on the average of the VWAP of common stock during each trading day during the thirty (30) trading day period ending one trading day prior to the maturity date; (2) immediately upon a change of control based on the average of the VWAP of common stock during each trading day during the ten (10) trading day period ending one trading day prior to the change of control effective date; and (3) mandatorily at the closing of a qualified IPO at (i) the public offering price per share of the common stock multiplied by (ii) one (1) minus twenty percent (20%).
6. Warrants were issued in connection with a 4% convertible promissory note. The warrants are exercisable at any time at the option of the Reporting Person and expire on the earlier to occur of December 1, 2022 or immediately prior to closing of IPO or upon a change of control.
Remarks:
Exhibit 24- Power of Attorney
/s/ Joanne Lytle, Attorney-in Fact 10/15/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

 

Know all by these present that the undersigned hereby constitutes and appoints each of Jon Niermann, Joanne Lytle, Patrick Sheil and Steven Skolnick as their true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application for EDGAR codes, and Forms 3, 4 or 5, and the timely filing of such Forms with the United States Securities and Exchange Commission and any other authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which may be reported on a Form 5, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as he might or could do in person, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13 and 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder with respect to the undersigned's holdings of and transactions in securities issued by Loop Media, Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of July 15, 2021.

 

 

The Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013

 

/s/ Bruce A. Cassidy Sr.

 

Name and Title: Bruce A. Cassidy Sr., Senior Manager

 

 



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