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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (right to buy) | $ 0.47 | 02/28/2013 | D | 228,724 | (3) | 11/29/2021 | Common Stock | 228,724 | (6) | 0 | D | ||||
Warrant for the Purchase of Common Stock | $ 1.7675 | 02/28/2013 | D | 124,000 | (4) | 02/07/2014 | Common Stock | 124,000 | (6) | 0 | I | See Footnote (1) | |||
Stock Options (right to buy) | $ 0.55 | 02/28/2013 | D | 50,000 | (5) | 02/16/2022 | Common Stock | 50,000 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bakay Berke 4975 PRESTON PARK BLVD. SUITE 775 W PLANO, TX 75093 |
X | |||
BBS Capital, LLC 4975 PRESTON PARK BLVD. SUITE 775 W PLANO, TX 75093 |
X | |||
BBS CAPITAL FUND LP 4975 PRESTON PARK BLVD. SUITE 775 W PLANO, TX 75093 |
X | |||
BBS Capital GP, LP 4975 PRESTON PARK BLVD. SUITE 775 W PLANO, TX 75093 |
X | |||
BBS Capital Management, LP 4975 PRESTON PARK BLVD. SUITE 775 W PLANO, TX 75093 |
X |
/s/ Berke Bakay | 03/04/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The filing of this Form 4 shall not be construed as an admission that BBS Capital Management, LP ("BBS Management"), BBS Capital GP, LP ("BBS GP"), BBS Capital, LLC ("BBS Capital") or Mr. Berke Bakay are or were for the purpose of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock, par value $0.001 per share ("Common Stock"), of eDiets, Inc. (the "Issuer") owned by BBS Capital Fund, LP (the "Fund"). Mr. Bakay, BBS GP, BBS Management and BBS Capital each disclaim any such beneficial ownership except to the extent of their pecuniary interest. |
(2) | The Fund beneficially owned 1,300,000 shares of Common Stock of the Issuer. These shares were exchanged at the effective time of the merger (the "Merger") for an aggregate of 1,646,710 shares of As Seen On TV, Inc. Common Stock at a conversion ratio of 1.2667 shares of As Seen On TV, Inc. Common Stock per share of eDiets Common Stock, with a market value of $0.48 per share on the effective date of the Merger. |
(3) | Exercisable according to the following vesting schedule: 15,958 beginning on December 31, 2011; 70,213 beginning on November 29, 2012; 70,213 beginning on November 29, 2013 and 72,340 beginning on November 29, 2014. |
(4) | These warrants are immediately exercisable. |
(5) | Exercisable according to the following vesting schedule: 25,000 beginning on May 15, 2012; 12,500 beginning on July 1, 2012 and 12,500 beginning on October 1, 2012. |
(6) | These derivative securities were assumed by As Seen On TV, Inc. at the effective time of the Merger. The exercise price and number of shares issuable upon conversion were converted based upon a conversion ratio of 1.2667. |