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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 | ||||||||
| Series A Non-Voting Convertible Preferred Stock | (1) | 03/21/2015(2) | A | 52,507 | (1) | (1) | Common Stock | 52,507 | (1) | 52,507 | D | ||||
| Restricted Stock Units | (3) | 03/21/2015(4) | A | 100,000 | (5) | (5) | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Brauser Daniel C/O TIGER MEDIA, INC., 2650 N. MILITARY TRAIL, SUITE 300 BOCA RATON, FL 33431 |
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| /s/ Daniel Brauser | 03/24/2015 | |
| **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) | The Series A Non-Voting Convertible Preferred Stock converts into shares of Tiger Media, Inc. ("Tiger Media") common stock on a one for one basis only if Mr. Brauser sells the underlying Tiger Media shares of common stock to a non-affiliated third party, at which time the Series A Non-Voting Convertible Preferred Stock shall convert. This Form 4 does not include up to 22,503 shares of Series A Non-Voting Convertible Preferred Stock of Tiger Media that may be issued to Mr. Brauser to the extent certain revenue targets are achieved as set forth in the Merger Agreement and Plan of Reorganization by and among Tiger Media, The Best One, Inc. ("TBO") and the other parties thereto, dated December 14, 2014, as amended (the "Merger Agreement"). |
| (2) | Received in exchange for preferred stock of TBO pursuant to the Merger Agreement. |
| (3) | Each restricted stock unit represents the right to receive one share of common stock. |
| (4) | Represents restricted stock units assumed by Tiger Media pursuant to the Merger Agreement. |
| (5) | The restricted stock units were originally granted to Mr. Brauser on October 2, 2014. The restricted stock units vest in equal quarterly installments over a two year period commencing on January 2, 2015. The restricted stock units immediately vest upon a change of control of TBO. The acquisition of TBO pursuant to the Merger Agreement was not deemed a change of control for vesting. |