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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) | $ 16.85 | 02/28/2013 | D | 10,258 | (1) | 01/02/2014 | Common Stock | 10,258 | (5) | 0 | D | ||||
Stock Options (right to buy) | $ 4.719 | 02/28/2013 | D | 5,000 | (1) | 06/24/2019 | Common Stock | 5,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $ 21.6 | 02/28/2013 | D | 1,250 | (1) | 01/03/2015 | Common Stock | 1,250 | (5) | 0 | D | ||||
Stock Options (right to buy) | $ 21.725 | 02/28/2013 | D | 1,250 | (1) | 01/18/2015 | Common Stock | 1,250 | (5) | 0 | D | ||||
Stock Options (right to buy) | $ 4.925 | 02/28/2013 | D | 2,000 | (1) | 07/28/2019 | Common Stock | 2,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $ 7.65 | 02/28/2013 | D | 5,000 | (1) | 11/19/2019 | Common Stock | 5,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $ 6.95 | 02/28/2013 | D | 17,513 | (1) | 01/04/2020 | Common Stock | 17,513 | (5) | 0 | D | ||||
Stock Options (right to buy) | $ 5 | 02/28/2013 | D | 5,000 | (4) | 08/23/2020 | Common Stock | 5,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $ 2.85 | 02/28/2013 | D | 50,000 | (1) | 03/15/2021 | Common Stock | 50,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $ 0.55 | 02/28/2013 | D | 50,000 | (1) | 02/16/2022 | Common Stock | 50,000 | (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ORTEGA PEDRO N C/O WILMA SCHUMANN SKINCARE 4850 SW 72TH AVENUE MIAMI, FL 33155 |
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/s/ Pedro N. Ortega-Dardet | 03/07/2013 | |
**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) | These options are immediately exercisable. |
(2) | These shares were exchanged at the effective time of the merger (the "Merger") for an aggregate of 9,501 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) | These shares were exchanged at the effective time of the merger (the "Merger") for an aggregate of 1,826 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. |
(4) | Exercisable according to the following vesting schedule: 1,650 beginning on August 23, 2011; 1,650 beginning on August 23, 2012 and 1,700 beginning on August 23, 2013. |
(5) | These derivative securities were assumed by As Seen On TV, Inc. at the effective time of the Merger. The number of shares issuable upon conversion and exercise price were converted based upon a conversion ratio of 1.2667. |