- Statement of Changes in Beneficial Ownership (4)
May 23 2011 - 3:19PM
Edgar (US Regulatory)
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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
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3235-0287
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February 28, 2011
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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
*
MCGRATH KEVIN N
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2. Issuer Name
and
Ticker or Trading Symbol
EDIETS COM INC
[
DIET
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
C/O EDIETS.COM, INC., 1000 CORPORATE DRIVE, SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2011
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(Street)
FORT LAUDERDALE, FL 33334
(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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5/13/2011
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X
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115755
(7)
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A
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$.4125
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1312455
(1)
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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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Stock Options (right to buy)
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$3.30
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(2)
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12/30/2013
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Common Stock
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450000
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450000
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D
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Stock Options (right to buy)
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$0.9438
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(3)
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6/24/2019
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Common Stock
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25000
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25000
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D
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Warrants
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$1.20
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7/15/2009
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7/15/2019
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Common Stock
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45000
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45000
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D
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Warrants
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$1.20
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9/11/2009
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9/11/2019
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Common Stock
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212265
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212265
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D
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Stock Options (right to buy)
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$1.53
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(4)
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11/19/2019
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Common Stock
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175000
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175000
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D
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Stock Options (right to buy)
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$1.00
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(5)
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8/23/2020
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Common Stock
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175000
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175000
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D
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Stock Options (right to buy)
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$0.57
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(6)
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3/15/2021
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Common Stock
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250000
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250000
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D
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Subscription Rights (right to buy)
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$.4125
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5/13/2011
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X
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771700
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4/21/2011
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5/13/2011
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Common Stock
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115755
(7)
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Includes a 425,000 restricted stock unit award which the vesting schedule is subject to conditions and limitations to be established by the Company's Board of Directors and contained in the Shareholder's Employment Agreement executed on December 30, 2008.
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(
2)
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Exercisable according to the following vesting schedule: 148,500 beginning on December 30, 2009; 148,500 beginning on December 30, 2010 and 153,000 beginning on December 30, 2011.
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(
3)
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Exercisable according to the following vesting schedule: 8,250 beginning on June 24, 2010; 8,250 beginning on June 24, 2011 and 8,500 beginning on June 24, 2012.
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(
4)
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Exercisable according to the following vesting schedule: 57,750 beginning on November 19, 2010; 57,750 beginning on November 19, 2011 and 59,500 beginning on November 19, 2012.
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(
5)
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Exercisable according to the following vesting schedule: 57,750 beginning on August 23, 2011; 57,750 beginning on August 23, 2012 and 59,500 beginning on August 23, 2013.
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(
6)
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Exercisable according to the following vesting schedule: 83,333 beginning on March 15, 2012; 83,333 beginning March 15, 2013 and 83,334 beginning on March 15, 2014.
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(
7)
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Pursuant to Rights Offering Registration No. 333-173315
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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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MCGRATH KEVIN N
C/O EDIETS.COM, INC.
1000 CORPORATE DRIVE, SUITE 600
FORT LAUDERDALE, FL 33334
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X
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CEO
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Signatures
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/s/ Kevin N. McGrath
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5/23/2011
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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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