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) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Subordinated Secured Convertible Note
|
Â
(2)
|
06/27/2017(3)
|
Common Stock, par value $0.001 per share
|
2,857,143
(2)
|
$
0.35
|
D
|
Â
|
* |
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) |
Justin Evans is the managing member of Blackwood Capital Management, LLC, a New Jersey limited liability company ("Blackwood"). Blackwood possesses the power to vote and the power to direct the disposition of 57,500 shares of Common Stock, par value $0.001 per share, of Body Central Corp. (the "Shares"), held by one or more managed accounts (the "Accounts"), which include Accounts of immediate family members of Mr. Evans. Justin Evans, as the managing member of Blackwood, possesses the power to vote and the power to direct the disposition of the securities held by the Accounts. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Mr. Evans may be deemed to beneficially own the securities held by the Accounts. Mr. Evans' interest in the securities reported herein is limited to the extent of his pecuniary interest in the reported securities, if any. |
(2) |
The Subordinated Secured Convertible Note is convertible into shares of common stock of Body Central Corp., par value $0.001 per share (the "Shares"), at any time, at a fixed conversion price, initially set at $0.35 per Share. However, the Note may not be converted if, after giving effect to the conversion, the holder together with its affiliates, would beneficially own in excess of 9.99% of the number of Shares of the outstanding common stock of Body Central Corp. immediately after giving effect to such conversion. |
(3) |
The Expiration Date is subject to extension at the option of the holder upon certain specified events. |