Statement of Changes in Beneficial Ownership (4)
June 17 2019 - 3:40PM
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Nantahala Capital Management, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
FTD Companies, Inc.
[
FTD
]
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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)
130 MAIN ST., 2ND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/13/2019
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(Street)
NEW CANAAN, CT 06840
(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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Common Stock par value $0.0001 per share
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6/13/2019
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S
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3000000
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D
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$0.046
(1)
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710763
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I
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See footnotes (2)(3) below
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Common Stock par value $0.0001 per share
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6/14/2019
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S
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710763
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D
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$0.039
(4)
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0
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I
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See footnotes (2)(3) below
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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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Option (Right to buy)
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$2.50
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6/14/2019
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S
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2500
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3/14/2019
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6/21/2019
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FTD Common Stock, par value $0.0001 per share
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250000
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$0.0004
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0
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I
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See Footnotes
(2)
(3)
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Explanation of Responses:
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(1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.04 to $0.67, inclusive. The Reporting Persons undertake to provide to FTD Companies, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (4) to this Form 4.
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(2)
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Nantahala Capital Management, LLC ("NCM") may have been deemed a beneficial owner of securities held for certain private funds and managed accounts for which NCM serves as investment adviser.
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(3)
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Mr. Wilmot B. Harkey and Mr. Daniel Mack may have been deemed to be beneficial owners of the securities beneficially owned by NCM, but each of NCM, Wilmot Harkey and Daniel Mack disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein.
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(4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.0375 to $0.0433, inclusive.
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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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Nantahala Capital Management, LLC
130 MAIN ST.
2ND FLOOR
NEW CANAAN, CT 06840
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X
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Harkey Wilmot B.
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FL
NEW CANAAN, CT 06840
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X
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Mack Daniel
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FL
NEW CANAAN, CT 06840
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X
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Signatures
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/s/ Paul E. Rehm, Chief Compliance Officer
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6/17/2019
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**
Signature of Reporting Person
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Date
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/s/ Wilmot B. Harkey
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6/17/2019
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**
Signature of Reporting Person
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Date
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/s/ Daniel Mack
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6/17/2019
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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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