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 | ||||
Option (right to buy) | Â (2) | 08/26/2021 | Common Stock | 112,500 | $ 5 | D | Â |
Option (right to buy) | Â (3) | 08/30/2022 | Common Stock | 887,500 | $ 0.84 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Consiglio Gregory C/0 VIGGLE INC. 902 BROADWAY, 11TH FLOOR NEW YORK, NY 10011 |
 |  |  CEO and President |  |
/s/ Gregory Consiglio | 11/06/2012 | |
**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) | The restricted stock units vest over a period of five years, with 25,000 units vesting on December 31,2012, 33,333 units vesting on December 31, 2012, 41,667 units vesting on December 31, 2014, 16,667 units vesting on December 31, 2015, and 8,333 units vesting on December 31, 2016 |
(2) | The option shall first be exercisable with respect to a number of whole shares as close as possible to 33 1/3% of the total number of shares subject hereto on August 1, 2012, and pro-rata monthly thereafter on the first day of each month thereafter for the next 24 months. |
(3) | The option shall first be exercisable with respect to a number of whole shares as close as possible to 25% of the total number of shares subject hereto on August 30, 2012. Thereafter, the Option shall become exercisable with respect to the remaining shares on a pro-rata basis, annually on August 30, 2013, August 30, 2014 and August 30, 2015. |