Statement of Changes in Beneficial Ownership (4)
July 28 2021 - 7:29PM
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
*
Heindlmeyer James A |
2. Issuer Name and Ticker or Trading Symbol
Reservoir Media, Inc.
[
RSVR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O RESERVOIR MEDIA, INC., 75 VARICK STREET, 9TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/28/2021 |
(Street)
NEW YORK, NY 10013
(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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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 |
Stock Option | $5.11 | 7/28/2021 | | A | | 56466 | | (1)(2) | 1/14/2030 | Common Stock | 56466 | (1)(2) | 56466 | D | |
Explanation of Responses: |
(1) | Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding option of Reservoir Holdings, Inc. ("Reservoir Option") was assumed and converted into an option to purchase the number of shares of Reservoir Media, Inc.'s ("RMI") common stock, $0.0001 par value per share, (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of common stock subject to the Reservoir Option immediately prior to the Effective Time by (ii) exchange ratio, with an exercise price determined by dividing (i) the exercise price of the Reservoir Option immediately prior to the Effective Time by (ii) the exchange ratio. The converted options fully vested at the Effective Time and are exercisable and will otherwise be subject to the same terms and conditions as were applicable to the Reservoir Options prior to the Effective Time. For purposes of this paragraph, "Merger Agreement" means that (cont'd in FN 2) |
(2) | (cont'd from FN 1) agreement and plan of merger, dated as of April 14, 2021, by and among RMI (formerly known as Roth CH Acquisition II Co.),
Roth CH II Merger Sub Corp. and Reservoir Holdings, Inc. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Heindlmeyer James A C/O RESERVOIR MEDIA, INC. 75 VARICK STREET, 9TH FLOOR NEW YORK, NY 10013 |
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| Chief Financial Officer |
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Signatures
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/s/ James A. Heindlmeyer | | 7/28/2021 |
**Signature of Reporting Person | Date |
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