- Initial Statement of Beneficial Ownership (3)
29 Mayo 2012 - 8:53AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Singman Jeffrey
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/15/2012
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3. Issuer Name
and
Ticker or Trading Symbol
X-Factor Communications Holdings, Inc. [XFCH]
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(Last)
(First)
(Middle)
3 EMPIRE BOULEVARD, 5TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Chief Mktg & Sales Officer /
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(Street)
SOUTH HACKENSACK, NJ 07606
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Options
(1)
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12/22/2006
(3)
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12/21/2016
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Common Stock
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216810
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$0.382
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D
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Common Stock Options
(1)
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3/1/2008
(3)
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2/28/2018
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Common Stock
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72270
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$0.692
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D
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Common Stock Options
(1)
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2/28/2009
(3)
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2/27/2019
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Common Stock
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30452
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$0.692
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D
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Common Stock Options
(1)
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5/28/2010
(3)
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5/27/2020
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Common Stock
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124239
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$0.908
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D
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Warrant to purchase common stock
(2)
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6/1/2011
(4)
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5/31/2021
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Common Stock
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105735
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$0.002
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D
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Explanation of Responses:
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(
1)
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Represents options originally issued by X-Factor Communications, LLC ("X-Factor LLC") to purchase membership interests. On May 15, 2012, X-Factor Communications Holdings, Inc. (the "Company") completed a reverse merger transaction (the "Merger") pursuant to which the Company assumed the rights and obligations of all outstanding options to purchase X-Factor LLC membership interests, except that, from and after the closing of the Merger: (i) each option evidences the right to purchase a number of shares of common stock of the Company equal to the number of X-Factor LLC membership interests into which such options were exercisable multiplied by the exchange ratio and (ii) the exercise price is determined by dividing the exercise price in effect immediately prior to the closing by the exchange ratio.
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(
2)
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Represents warrants (the "Warrants") issued by X-Factor LLC to purchase membership interests. Upon the closing of the Merger, the Company assumed the rights and obligations under X-Factor LLC's outstanding Warrants, to purchase X-Factor LLC's membership interests, except that, from and after the closing of the Merger: (i) each Warrant evidences the right to purchase a number of shares of common stock of the Company equal to the number of X-Factor LLC membership interests into which such Warrants were exercisable immediately prior to the closing multiplied by the exchange ratio and (ii) the new exercise price for each share of common stock issuable upon exercise of such Warrant is determined by dividing the Warrant exercise price in effect immediately prior to the closing by the exchange ratio.
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(
3)
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Represents the date on which the options were exercisable for membership interests of X-Factor LLC. The options became exercisable for shares of common stock of the Company on May 15, 2012
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(
4)
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Represents the date on which the Warrants were exercisable for membership interests of X-Factor LLC. The Warrants became exercisable for shares of common stock of the Company on May 15, 2012
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Singman Jeffrey
3 EMPIRE BOULEVARD, 5TH FLOOR
SOUTH HACKENSACK, NJ 07606
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Chief Mktg & Sales Officer
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Signatures
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/s/ Jeffrey Singman
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5/25/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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