Pages 39 + 48
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table presents information regarding the beneficial ownership of our common stock as of June 25, 2014. The number of shares in the table represents the number of shares of common stock owned by:
• each person who is known to us to be the beneficial owner of more than 5% of our outstanding common stock;
• each of our directors;
• each of our named executive officers; and
• all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission that deem shares to be beneficially owned by any person who has or shares voting or investment power with respect to such shares. Shares of common stock under outstanding shares of Series A Preferred Stock, warrants, convertible notes or options currently exercisable or exercisable within 60 days of June 25, 2014 are deemed outstanding for purposes of computing the percentage ownership of the person holding such preferred stock, warrants, convertible notes or options but are not deemed outstanding for computing the percentage ownership of any other person. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding at June 25, 2014. Unless otherwise indicated, the persons named in this table have sole voting and sole investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable.
The information presented in this table is based on 400,000,000 shares of our common stock outstanding on June 25, 2014. Unless otherwise indicated, the address of each of the named executive officers and directors and 5% or more stockholders named below is c/o Atrinsic, Inc., 1 Grand Central Place, Suite 2319, New York, NY 10165.
Name of Beneficial Owner
Number of Shares
Beneficially Owned
Percent of
Class
Edward Gildea, Chief Executive Officer and Director 100,000,000 (1) 20.00 %
Jonathan Schechter, Director 50,000,000 (2) 11.11 %
All directors and executive officers as a group (2 persons) 150,000,000 (3) 27.27 %
5% Stockholders:
Sebastian Giordano 125,000,000 (4) 23.81 %
Hudson Bay Capital Management LP. (5)(7) 44,395,067 (7) 9.99 %
Iroquois Capital Management LLC (6)(7) 44,395,067 (7) 9.99 %
469 Holdings LLC (8) 22,693,437 5.67 %
Brilliant Digital Entertainment Altent, Inc.(9) 62,519,414 15.63 %
Google, Inc.(10) 100,047,815 25.01 %
MediaNet Digital, Inc. (11) 20,071,696 5.02 %
____________________
(1) Consists of 100,000,000 shares of common stock issuable under currently outstanding options.
(2) Consists of 50,000,000 shares of common stock issuable under currently outstanding options.
(3) Consists of an aggregate of 150,000,000 shares of common stock issuable under currently outstanding options.
(4) Consists of 125,000,000 shares of common stock issuable under currently outstanding options. Mr. Giordano resigned as chief executive officer effective March 1, 2014.
39
(b) Exhibits
blue
Exhibit Numbers Description
2.1 Second Amended Plan of Reorganization, dated March 7, 2013†
2.2 Order Confirming Second Amended Plan of Reorganization, dated June 26, 2013†
3.1(a) Amended and Restated Certificate of Incorporation filed on July 9, 2013†
3.1(b) Certificate of Designations, Series A Convertible Preferred Stock filed on July 9, 2013†
3.1(c) Certificate of Correction of Certificate of Designations of Series A Convertible Preferred Stock filed on October 29, 2013
3.2 By-Laws(1)
10.1 Form of Option Agreement between the Company and each of Edward Gildea, Sebastian Giordano, and Jonathan Schechter†
10.2** Consulting Agreement between the Company and Chord Advisors LLC†
10.3 Momspot Membership Interest Purchase Agreement entered into as of July 12, 2013†
10.4 Momspot Operating Agreement entered into as of July 12, 2013†
10.5 Momspot Contribution Agreement entered into as of July 12, 2013†
10.6 Lock-up Agreement among Atrinsic, Inc. and each of the holders of the Series A Preferred Stock, effective as of July 12, 2013
10.7 Form of Indemnification Agreement†
10.8 Amended and Restated Promissory Note dated February 11, 2014 issued by the Company to Hudson Bay Master Fund Ltd.†
10.9 Amended and Restated Promissory Note dated February 11, 2014 issued by the Company to Iroquois Master Fund Ltd.†
10.10 Security Agreement dated February 11, 2014 by and among the Company, Iroquois Master Fund Ltd, and Hudson Bay Master Fund Ltd.†
10.11 Promissory Note dated August 15, 2014 issued by the Company to Hudson Bay Master Fund Ltd.*
10.12 Promissory Note dated August 15, 2014 issued by the Company to Iroquois Master Fund Ltd.*
† Previously filed.
* Filed herewith.
** This exhibit is a management contract or a compensatory plan or arrangement.
(1) Filed on June 10, 2005 as Exhibit 3.4 to the Company’s Registration Statement on Form 10-SB and incorporated herein by reference.
AI
