UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COUCHMAN JONATHAN 630 FIFTH AVENUE SUITE 2260 NEW YORK, NY 10020 |
 |  X |  | See Footnote 1 |
Couchman Family Fund 630 FIFTH AVENUE SUITE 2260 NEW YORK, NY 10020 |
 |  |  | See Footnote 1 |
Xstelos Corp. 1105 NORTH MARKET STREET SUITE 1300 WILMINGTON, DE 19801 |
 |  |  | See Footnote 1 |
/s/ Jonathan Couchman | 04/13/2018 | |
**Signature of Reporting Person | Date | |
Couchman Family Fund; By: /s/ Jonathan Couchman, Trustee | 04/13/2018 | |
**Signature of Reporting Person | Date | |
Xstelos Corp.; By: /s/ Jonathan Couchman, Chief Executive Officer | 04/13/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 3 is filed jointly by Jonathan Couchman ("Mr. Couchman"), Couchman Family Fund (the "Foundation") and Xstelos Corp. ("Xstelos" and, together with Mr. Couchman and the Foundation, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock (the "Shares"). Each of the Reporting Persons expressly disclaims beneficial ownership of the Shares reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such Shares for purposes of Section 16 or for any other purpose. |
(2) | Represents Shares owned directly by the Foundation. Mr. Couchman is the sole trustee of the Foundation. By virtue of this relationship, Mr. Couchman may be deemed to beneficially own the Shares owned directly by the Foundation, however he has no pecuniary interest in such Shares. |
(3) | Represents Shares owned directly by Xstelos. Mr. Couchman is the controlling shareholder and Chief Executive Officer of Xstelos. By virtue of these relationships, Mr. Couchman may be deemed to beneficially own the Shares owned directly by Xstelos. Mr. Couchman expressly disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. |