Statement of Changes in Beneficial Ownership (4)
July 15 2020 - 06:01PM
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).
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
*
PETERMAN TIM |
2. Issuer Name and Ticker or Trading Symbol
iMedia Brands, Inc.
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IMBI
]
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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 |
(Last)
(First)
(Middle)
6740 SHADY OAK ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2020 |
(Street)
EDEN PRAIRIE, MN 55344
(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 | 5/2/2020 | | M | | 22666 | A | (1) | 127322 | D | |
Common Stock | 7/13/2020 | | A | | 73728 (2) | A | $0 | 201050 | D | |
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 |
Performance Stock Units | (1) | 5/2/2020 | | M | | | 22666 (4) | (3) | 5/2/2029 | Common Stock | 22666 (4) | (1) | 45334 (4) | D | |
Explanation of Responses: |
(1) | Reflects the issuance of IMBI common stock upon vesting of performance stock units ("PSUs"). Each PSU granted at that time represented a contingent right to receive one share of IMBI stock. |
(2) | Restricted Stock Units that vest as to one-third of the units on each of the first three anniversaries of the date of grant. |
(3) | This is the first of three vesting installments of PSUs granted to the reporting person on May 2, 2019. The remaining shares from such grant shall vest as follows: second tranche when the per-share closing price of the issuer's common stock reaches or exceeds an average trading price of $2.00 for 20 consecutive trading days and the reporting person has been continuously employed for at least one year from the grant date, and the remaining shares when the per-share closing price of the issuer's common stock reaches or exceeds an average trading price of $4.00 for 20 consecutive trading days and the reporting person has been continuously employed for at least two years after the grant date, and is otherwise subject to the terms and conditions of the applicable award agreement. |
(4) | After taking into account the 1-for-10 reverse stock split effective December 11, 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PETERMAN TIM 6740 SHADY OAK ROAD EDEN PRAIRIE, MN 55344 | X |
| CEO |
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Signatures
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/s/ Jonathan R. Zimmerman, Attorney-in-Fact | | 7/15/2020 |
**Signature of Reporting Person | Date |
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