Amended Statement of Changes in Beneficial Ownership (4/a)
February 11 2021 - 4:19PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Isaac Jon |
2. Issuer Name and Ticker or Trading Symbol
LIVE VENTURES Inc
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LIVE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President |
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(Last)
(First)
(Middle)
C/O LIVE VENTURES, INC., 325 EAST WARM SPRINGS ROAD, STE. 102 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/28/2021 |
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(Street)
LAS VEGAS, NV 89119
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
2/1/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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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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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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrant (right to buy) | $28.50 | 1/28/2021 | | M | | | 10914 | 9/10/2012 | 9/10/2021 | Series B Preferred Stock | 10914 | $0.00 | 1395898 (1) | D | |
| Warrant (right to buy) | $24.30 | 1/28/2021 | | M | | | 12383 | 12/11/2012 | 12/11/2021 | Series B Preferred Stock | 12383 | $0.00 | 1383515 (1) | D | |
| Warrant (right to buy) | $16.60 | 1/28/2021 | | M | | | 54396 | 3/27/2013 | 3/27/2022 | Series B Preferred Stock | 54396 | $0.00 | 1329119 (1) | D | |
| Warrant (right to buy) | $16.80 | 1/28/2021 | | M | | | 17857 | 3/28/2013 | 3/28/2022 | Series B Preferred Stock | 17857 | $0.00 | 1311262 (1) | D | |
| Warrant (right to buy) | $28.50 | 1/28/2021 | | M | | | 22479 | 12/3/2014 | 12/3/2021 | Series B Preferred Stock | 22479 | $0.00 | 1288783 (1) | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | M | | 8826 | | (2) | (2) | Common Stock | 44130 | $0.00 | 1297609 | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | F (3) | | | 2088 | (3) | (3) | Common Stock | 10440 | $0.00 | 1297609 | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | M | | 10363 | | (2) | (2) | Common Stock | 51815 | $0.00 | 1349424 | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | F (4) | | | 2020 | (2) | (2) | Common Stock | 10100 | $0.00 | 1349424 | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | M | | 48335 | | (2) | (2) | Common Stock | 241675 | $0.00 | 1591099 | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | F (5) | | | 6061 | (2) | (2) | Common Stock | 30305 | $0.00 | 1591099 | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | M | | 15843 | | (2) | (2) | Common Stock | 79215 | $0.00 | 1670314 | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | F (6) | | | 2014 | (2) | (2) | Common Stock | 10070 | $0.00 | 1670314 | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | M | | 18179 | | (2) | (2) | Common Stock | 90895 | $0.00 | 1761209 | D | |
| Series B Preferred Stock | (2) | 1/28/2021 | | F | | | 4300 | (2) | (2) | Common Stock | 21500 | $0.00 | 1761209 | D | |
| Explanation of Responses: |
| (1) | The Series B Preferred Stock and the underlying shares of common stock are subject to a lock-up agreement with the issuer that expires on December 31, 2021. |
| (2) | Each share of Series B Preferred Stock currently converts into five shares of Live Ventures Incorporated common stock. The Series B Preferred Stock and the underlying shares of common stock are subject to a lock-up agreement with the issuer that expires on December 31, 2021. |
| (3) | On January 28, 2021, Isaac Capital Group (ICG) of which Jon Isaac is the sole member, exercised a warrant to purchase 10,914 shares of Series B Convertible Preferred Stock (Series B Preferred Stock) of Live Ventures Incorporated (Live Ventures) for $28.50 per share. ICG paid the exercise price on a cashless basis, resulting in Live Ventures withholding 2,088 of the warrant shares to pay the exercise price and issuing to ICG the remaining 8,826 shares. Live Ventures also paid $16.39 to ICG in lieu of a fractional share. |
| (4) | On January 28, 2021, Isaac Capital Group (ICG) of which Jon Isaac is the sole member, exercised a warrant to purchase 12,383 shares of Series B Convertible Preferred Stock (Series B Preferred Stock) of Live Ventures Incorporated (Live Ventures) for $24.30 per share. ICG paid the exercise price on a cashless basis, resulting in Live Ventures withholding 2,020 of the warrant shares to pay the exercise price and issuing to ICG the remaining 10,363 shares. Live Ventures also paid $67.05 to ICG in lieu of a fractional share. |
| (5) | On January 28, 2021, Isaac Capital Group (ICG) of which Jon Isaac is the sole member, exercised a warrant to purchase 54,396 shares of Series B Convertible Preferred Stock (Series B Preferred Stock) of Live Ventures Incorporated (Live Ventures) for $16.60 per share. ICG paid the exercise price on a cashless basis, resulting in Live Ventures withholding 6,061 of the warrant shares to pay the exercise price and issuing to ICG the remaining 48,335 shares. Live Ventures also paid $129.63 to ICG in lieu of a fractional share. |
| (6) | On January 28, 2021, Isaac Capital Group (ICG) of which Jon Isaac is the sole member, exercised a warrant to purchase 17,857 shares of Series B Convertible Preferred Stock (Series B Preferred Stock) of Live Ventures Incorporated (Live Ventures) for $16.80 per share. ICG paid the exercise price on a cashless basis, resulting in Live Ventures withholding 2,014 of the warrant shares to pay the exercise price and issuing to ICG the remaining 15,843 shares. Live Ventures also paid $144.53 to ICG in lieu of a fractional share. |
Remarks:
The original Form 4, filed on February 2, 2021, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the exercise of the warrants using incorrect transaction codes. This Form 4/A reports the correct transaction codes and properly reports the cashless exercise of the warrants as the exercise or conversion of a derivative security exempted pursuant to Rule 16b-3. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Isaac Jon
C/O LIVE VENTURES, INC.
325 EAST WARM SPRINGS ROAD, STE. 102
LAS VEGAS, NV 89119 | X | X | CEO and President |
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Isaac Capital Group, LLC
3525 DEL MAR HEIGHTS ROAD
SUITE 765
SAN DIEGO, CA 92130 |
| X |
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Signatures
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| Isaac Capital Group LLC, by Jon Isaac, Managing Member /s/ Jon Isaac | | 2/11/2021 |
| **Signature of Reporting Person | Date |
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