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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
IDI, Inc. [ IDI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 01/20/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 02/22/2016 | C | 5,285,200(1) | A | (1) | 5,305,200(1) | D | |||
Common Stock | 02/22/2016 | J(2) | 2,000,000(1) | A | (1) | 2,000,000(1) | I | Held by RSMC Partners, LLC of which the reporting person is a member. | ||
Common Stock | 20,000 | I | Held by Conlin Family Foundation Trust in which the Reporting Person serves as co-trustee. |
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) | 01/20/2016 | J(2) | 40,000 | (1) | (1) | Common Stock | 40,000 | $0.00 | 40,000 | I | Held by RSMC Partners, LLC of which the reporting person is a member. | |||
Series B Non-Voting Convertible Preferred Stock | (1) | 02/22/2016 | C | 105,704 | (1) | (1) | Common Stock | 5,285,200 | $0.00 | 0 | D | ||||
Series B Non-Voting Convertible Preferred Stock | (1) | 02/22/2016 | J(2) | 40,000 | (1) | (1) | Common Stock | 40,000 | $0.00 | 0 | I | Held by RSMC Partners, LLC of which the reporting person is a member. |
Explanation of Responses: |
1. Each share of Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") automatically converted on a one-for-fifty basis into common stock of the Company (the "Common Stock") on February 22, 2016, and had no expiration date. |
2. On January 20, 2016, the reporting person entered into the RSMC Limited Liability Company Agreement (the "RSMC Agreement"). RSMC Partners, LLC ("RSMC") held 40,000 shares of Series B Preferred Stock, which may be deemed held by the reporting person indirectly as a result of the reporting person's membership in RSMC. The reporting person disclaims beneficial ownership of the shares held by RSMC except to the extent of any pecuniary interest in such shares. |
Remarks: |
/s/ Matthew Conlin | 02/24/2016 | |
** 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. | ||
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 Number. |