- Statement of Changes in Beneficial Ownership (4)
12 Dicembre 2011 - 10:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GALANIS JASON
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2. Issuer Name
and
Ticker or Trading Symbol
FUND.COM INC.
[
FNDM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
12930 VENTURA BLVD, #812
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/9/2011
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(Street)
STUDIO CITY, CA 91604
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock
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12/9/2011
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12/9/2011
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O
(1)
(3)
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91270
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A
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$2,300,000
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106270
(4)
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I
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Owned by IP Global Investors
(2)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Secured Convertible Note
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$25.2
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12/9/2011
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O
(1)
(3)
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$2,300,000
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12/9/2011
(3)
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(6)
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Class B Common Stock
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91270
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(1)
(2)
(3)
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$2,000,000
(5)
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I
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Owned by IP Global Investors
(2)
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Explanation of Responses:
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(
1)
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A Revolving Credit Loan Agreement, together with conversions rights set forth therein, was entered as of the 28th day of August, 2009 with Fund.com Inc. as reported by the issuer on Form 8-K/A filed with the Securities and Exchange Commission on August 28, 2009. The Lenders are IP Global Investors Ltd. and Equities Media Acquisition Corp. Inc.
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(
2)
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IP Global Investors Ltd. and Equities Media Acquisition Corp. Inc. are controlled by Jason Galanis, and Mr. Galanis is sole officer, director and shareholder of IP Global Investors Ltd.
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(
3)
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Balances outstanding on the Revolving Credit Loan Agreement are convertible into Class B Common Stock at twenty-one cents ($0.21) per share, being ninety percent (90%) of the volume weighted average price of the Class A Common Stock of the Borrower, as traded on the FINRA OTC Bulletin Board for the thirty (30) Trading Days immediately prior to July 6, 2009. After giving effect to a 120:1 reverse split completed on September 27, 2010 as disclosed on the same date on Form 8K, the adjusted conversion price was twenty-five dollars and twenty cents ($25.20) per share and therefore represents an out of the money derivative security based on the current trading price on the Issuer. Notice of conversion was provided to Fund.com on November 10, 2011 and share certificates representing 91,270 Class B common shares were delivered to the Lenders on December 9, 2011.
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(
4)
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Prior to the conversion and issuance of the 91,270 Class B common shares to IP Global Investors, Equities Media Acquisition Corp Inc. was the holder of 15,000 Class B common shares.
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(
5)
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Approximate principal interest balance as of November 30, 2011
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(
6)
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The conversion rights expire upon the repayment of the Notes, which are currently past their original maturity date
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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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GALANIS JASON
12930 VENTURA BLVD, #812
STUDIO CITY, CA 91604
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X
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Signatures
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/s/ Jason Galanis
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12/12/2011
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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 4(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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