Bruce Cassidy - Feb 5, 2020 Form 4 Insider Report for Loop Media, Inc. (LPTV)

Role
Director, 10%+ Owner
Signature
/s/ Joanne Lytle, Attorney-in Fact
Stock symbol
LPTV
Transactions as of
Feb 5, 2020
Transactions value $
$6,248,608
Form type
4
Date filed
10/15/2021, 07:53 PM
Next filing
Feb 28, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LPTV Common Stock Other -60M -100% 0 Feb 5, 2020 By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 F1, F2, F9
transaction LPTV Common Stock Purchase $1.2M +960K $1.25 960K Sep 30, 2020 By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 F1
transaction LPTV Common Stock Other $9.87K +3.53K $2.80 3.53K Jun 1, 2021 By Excel Family Partners LLLP F1, F6
transaction LPTV Common Stock Other $22.3K +7.98K +0.83% $2.80 968K Jun 1, 2021 By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 F1, F7
transaction LPTV Common Stock Purchase $1.06M +363K +10290.82% $2.92 367K Aug 17, 2021 By Excel Family Partners LLLP F1
transaction LPTV Common Stock Purchase $856K +5.35M +1458.98% $0.16* 5.72M Aug 17, 2021 By Excel Family Partners LLLP F1
transaction LPTV Common Stock Purchase +320K +5.6% 6.04M Sep 30, 2021 By Excel Family Partners LLLP F1, F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LPTV Series B Preferred Stock Other +200K 200K Feb 5, 2020 Common Stock 20M By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 F1, F2
transaction LPTV Series A Preferred Stock Other -2.65M -98.3% 46K Feb 5, 2020 Common Stock By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 F1, F2, F3, F9
transaction LPTV Series A Preferred Stock Gift $0 -30K -65.22% $0.00 16K Feb 5, 2020 Common Stock By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 F1, F3, F9
transaction LPTV Series A Preferred Stock Sale -$50K -16K -100% $3.13 0 Feb 5, 2020 Common Stock By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 F1, F3, F9
transaction LPTV Warrant Other +2.67M 2.67M Mar 11, 2020 Common Stock 2.67M $0.75 By Eagle Investment Group, LLC F1, F4
transaction LPTV 4% Convertible Note Purchase $750K $750K Dec 1, 2020 Common Stock By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 F1, F8
transaction LPTV Warrant Purchase +68.2K 68.2K Dec 1, 2020 Common Stock 68.2K $2.75 By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 F1, F5
transaction LPTV 4% Convertible Note Purchase $800K $800K Apr 1, 2021 Common Stock By Excel Family Partners LLLP F1, F8
transaction LPTV 4% Convertible Note Purchase $800K $800K Apr 1, 2021 Common Stock By Excel Family Partners LLLP F1, F8
transaction LPTV 4% Convertible Note Purchase $400K $400K May 1, 2021 Common Stock By Excel Family Partners LLLP F1, F8
transaction LPTV Warrant Purchase +36.4K 36.4K May 1, 2021 Common Stock 36.4K $2.75 By Excel Family Partners LLLP F1, F5
transaction LPTV 4% Convertible Note Purchase $400K $400K Jun 1, 2021 Common Stock By Excel Family Partners LLLP F1, F8
transaction LPTV Warrant Purchase +36.4K 36.4K Jun 1, 2021 Common Stock 36.4K $2.75 By Excel Family Partners LLLP F1, F5
transaction LPTV Warrant Purchase +320K 320K Sep 30, 2021 Common Stock 320K $2.75 By Excel Family Partners LLLP F1, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F2 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.
F3 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.
F4 Warrants were issued in connection with merger in consideration for the cancellation of indebtedness in the principal amount of $180,000. The warrants are exercisable at any time at the option of the Reporting Person.
F5 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.
F6 3,529 shares of Common Stock received as payment-in-kind interest payments on senior secured promissory notes.
F7 7,982 shares of Common Stock received as payment-in-kind interest payments on a senior secured promissory note.
F8 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%).
F9 Shares reported do not reflect the 1 to 1.5 reverse stock split effective 06/08/2020.
F10 Pursuant to the Securities Purchase Agreement, dated September 30, 2021, by and between the Issuer and the Reporting Person, Reporting Person purchased 320,000 shares of Common Stock and warrants to purchase up to 320,000 shares of Common Stock. The aggregate purchase price for one share of Common Stock and one warrant to purchase one share of Common Stock was $1.25.
F11 Warrants are exercisable at any time and expire on September 30, 2024.

Remarks:

Exhibit 24- Power of Attorney