| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FX Real Estate & Entertainment Inc. [ FXRE.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/04/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Series A Convertible Preferred Stock(1) | $0.1923 | 06/04/2010 | A | 33 | (2) | (3) | Common Stock | (2) | (1) | 466(4)(5) | I(4)(5) | (4)(4)(5) | |||
| Common Stock Warrants (right to buy)(1) | $0.2403 | 06/04/2010 | A | 33 | 06/04/2010 | 06/04/2015 | Common Stock | 411,984 | (1) | 33 | D | ||||
| Explanation of Responses: |
| 1. The reported securities are included within 33 Units purchased by the Reporting Person and his spouse, Laura Baudo Sillerman, as joint tenants, from the Issuer for $33,000 in a private placement. Each Unit consists of one share of Series A Convertible Preferred Stock and one warrant to purchase up to 12,484.39 shares of common stock at $0.2403 per share. |
| 2. The shares of Series A Convertible Preferred Stock are convertible, at the option of the Reporting Person, into shares of Issuer common stock at the above conversion price if at any time the closing price of the shares of Issuer common stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the shares of Series A Convertible Preferred Stock are convertible into the number of shares of Issuer common stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid dividends) divided by the conversion price. |
| 3. Upon the earlier of: (x) consummation of the Issuer's sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) June 4, 2015 the Series A Convertible Preferred Stock shall automatically convert into the number of shares of Issuer common stock equal to the then current stated value divided by the conversion price. If at any time the closing price of the shares of Issuer common stock is at least $1.60 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Stock at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter. |
| 4. Reference is made to the Reporting Person's Form 4 dated 2/17/10 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 33 of the Series A Convertible Preferred Stock reported in this column. Reference is made to the Reporting Person's Form 4 dated 3/5/10 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 60 of the Series A Convertible Preferred Stock reported in this column. Reference is made to the Reporting Person's Form 4 dated 5/3/10 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 50 of the Series A Convertible Preferred Stock reported in this column. These 143 shares of Series A Convertible Preferred Stock are held directly by the Reporting Person's spouse. |
| 5. Reference is made to the Reporting Person's Form 4 dated 4/5/10 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 90 of the Series A Convertible Preferred Stock reported in this column, which shares are held by the Reporting Person and his spouse as joint tenants. |
| Remarks: |
| Robert F.X. Sillerman | 06/08/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||