SEC FORM 4 SEC Form 4
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*
FROST PHILLIP MD ET AL

(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD

(Street)
MIAMI FL 33137

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IDI, Inc. [ IDI ]
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)
11/16/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
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 Non-Voting Convertible Preferred Stock (1) 11/16/2015 P 119,940 (1) (1) Common Stock 5,997,000 $333.5(2) 119,940 I By Frost Gamma Investments Trust(3)
Series B Non-Voting Convertible Preferred Stock (1) 11/16/2015 P 20,990 (1) (1) Common Stock 1,049,500 $333.5(4) 140,930 I By Frost Gamma Investments Trust(3)
Warrant $6.67 11/16/2015 P 524,750 (5) (5) Common Stock 524,750 (6) 524,750 I By Frost Gamma Investments Trust(3)
1. Name and Address of Reporting Person*
FROST PHILLIP MD ET AL

(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD

(Street)
MIAMI FL 33137

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Frost Gamma Investments Trust

(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD

(Street)
MIAMI FL 33137

(City) (State) (Zip)
Explanation of Responses:
1. The Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") will automatically convert on a one-for-fifty basis into common stock of the Company (the "Common Stock") on the date that is the twenty first (21st) day following the mailing of the information statement to the Company's stockholders disclosing the Company's stockholders' approval of the issuance of the Common Stock underlying the Series B Preferred Stock, without any further action on the part of the Company or any holder of the Series B Preferred Stock.
2. These shares were purchased for an aggregate purchase price of $40,000,000, or approximately $333.50 per share.
3. The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
4. The shares were purchased for an aggregate purchase price of $7,000,000, or approximately $333.50 per share.
5. The Warrant is exercisable for all or any part of the shares of Common Stock purchasable thereunder on the date that is the twenty first (21st) day following the mailing of the information statement to the Company's stockholders disclosing the Company's stockholders' approval of the Common Stock issuable upon conversion of the Series B Preferred Stock, and prior to 5:00 p.m., Eastern Time, on the ten-year anniversary of November 16, 2015.
6. The Warrant was included as part of the purchase price for the 20,990 shares of Series B Preferred Stock of the Company, as described above in footnote (4).
Remarks:
/s/ Phillip Frost, M.D., Individually and as Trustee 11/18/2015
** 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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Exhibit 99

JOINT FILER INFORMATION

NAME:						Frost Gamma Investments Trust


ADDRESS:						4400 Biscayne  Blvd.
							Miami, FL  33137


Designated Filer:					Phillip Frost, M.D.


Issuer and Ticker Symbol:				IDI, Inc. (IDI)


Date of Event Requiring Statement:			November 16, 2015


					FROST GAMMA INVESTMENTS TRUST


					by:	/s/ Phillip Frost, M.D.

						Phillip Frost, M.D., Trustee