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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 Option (right to buy) | $ 1 | 03/21/2017 | A | 24,000 | (1) | 03/21/2024 | Common Stock | 24,000 | $ 0 | 24,000 | I | By John H. Lewis directly (2) | |||
Restricted Stock Unit | (3) | 03/21/2017 | A | 54,772 | (4) | (5) | Common Stock | 54,772 | $ 0 | 54,772 | I | By John H. Lewis directly (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Osmium Partners, LLC 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
X | X | ||
Lewis John Hartnett 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
X | X | ||
OSMIUM CAPITAL LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
X | X | ||
Osmium Capital II, LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
X | X | ||
OSMIUM SPARTAN L P 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
X | X | ||
Osmium Diamond, LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
X | X |
/s/ John H. Lewis, individually, and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP | 03/23/2017 | |
**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) | Twenty-five percent (25%) of the options vest in four equal installments at end of each fiscal quarter during 2017. |
(2) | The general partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP is Osmium Partners, LLC. John H. Lewis is the controlling member of Osmium Partners, LLC, and Mr. Lewis may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP. Mr. Lewis disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Lewis is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
(3) | Each restricted stock unit represents a contingent right to receive one share of Spark Networks, Inc.'s common stock. |
(4) | These shares represent a grant of restricted stock units to John H. Lewis under the Company's 2007 Omnibus Incentive Plan on March 21, 2017. This grant was made in lieu of cash fees for non-employee director service on the Company's board of directors for 2017. Twenty-five percent (25%) of the restricted stock units subject to the award vest at the end of each fiscal quarter during 2017, subject to the reporting person's continuous service as a director. |
(5) | Not applicable. |
Remarks: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director by deputization due to Mr. Lewis serving as a member of the board of directors of the Issuer. |