- Statement of Changes in Beneficial Ownership (4)
June 21 2012 - 6:00PM
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
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
*
Zinberg Marina
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2. Issuer Name
and
Ticker or Trading Symbol
Bidz.com, Inc.
[
BIDZ
]
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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)
3562 EASTHAM DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/19/2012
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(Street)
CULVER CITY, CA 90232
(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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Common Stock
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6/19/2012
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S
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500000
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D
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$.78
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3365604
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D
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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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Explanation of Responses:
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Remarks:
The Share Delivery Agreement was entered into on June 19, 2012, further to the discussions of April 27, 2012 respecting the structure and amount of the expense reimbursement fees payable upon termination of the merger agreement. Specifically, the Share Delivery Agreement was consummated so as to mitigate the exposure and burden on the Glendon Group, because (i) the Glendon Group did not have any agreement with Mr. Zinberg as to his potential engagement with the Surviving Corporation after the Merger, (ii) Glendon Group (including by its affiliates) had and would continue to incur substantial additional costs and other material expenses in furtherance of the transactions contemplated by the Merger Agreement, (iii) pursuant to the terms of the Merger Agreement, there is no assurance that the Company will consummate the Merger, and (iv) the Zinbergs would have significant benefits, and the Glendon Group significant burdens unmitigated by the level of expense reimbursements. By the Share Delivery Agreement, Marina Zinberg delivered 500,000 shares of Company stock to Glendon on June 19, 2012. The closing price of such shares on June 19, 2012 was $0.78 per share, or $375,000 in the aggregate. Because the terms of the Share Delivery Agreement acknowledge that the actual level of expenses and burdens to be borne by the Glendon Group are unknown and not predictable, the closing market price of the shares on June 19, 2012 is the only available current indicator of the value of the Share Delivery Agreement transactions.
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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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Zinberg Marina
3562 EASTHAM DRIVE
CULVER CITY, CA 90232
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X
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Signatures
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/s/ Marina Zinberg
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6/21/2012
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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 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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