Statement of Changes in Beneficial Ownership (4)
November 16 2018 - 3:58PM
Edgar (US Regulatory)
FORM 4
[
X
]
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
B. Riley Financial, Inc.
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2. Issuer Name
and
Ticker or Trading Symbol
MAGICJACK VOCALTEC LTD
[
CALL
]
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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)
21255 BURBANK BLVD., SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/14/2018
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(Street)
WOODLAND HILLS, CA 91367
(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)
___ Form filed by One Reporting Person
_
X
_ 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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Ordinary shares
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11/14/2018
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P
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14998699
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A
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$8.71
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0
(1)
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I
(2)
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See Footnote
(1)
(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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Explanation of Responses:
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(1)
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On November 14, 2018, pursuant to an Agreement and Plan of Merger, dated as of November 9, 2017 (the "Merger Agreement"), by and among the Issuer, B. Riley Financial, Inc., a Delaware corporation ("BRF"), and B. R. Acquisition Ltd., an indirect wholly-owned subsidiary of B. Riley ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger") as a wholly-owned subsidiary of BRF. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each ordinary share, no par value per share ("Ordinary Share"), of the Issuer issued and outstanding immediately prior to the Effective Time was automatically cancelled and ceased to exist.
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(2)
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In addition to BRF, this Form 4 is being filed jointly by B. Riley FBR, Inc., a Delaware corporation.
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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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B. Riley Financial, Inc.
21255 BURBANK BLVD.
SUITE 400
WOODLAND HILLS, CA 91367
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X
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B. Riley FBR, Inc.
11100 SANTA MONICA BLVD
SUITE 800
LOS ANGELES, CA 90025
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X
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Signatures
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/s/ Bryant R. Riley
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11/16/2018
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**
Signature of Reporting Person
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Date
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/s/ Andy Moore
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11/16/2018
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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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