FX Real Estate & Entertainment Inc. - Statement of Changes in Beneficial Ownership (4)
22 July 2008 - 4:32AM
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).
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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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Torino Brett
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2. Issuer Name
and
Ticker or Trading Symbol
FX Real Estate & Entertainment Inc.
[
FXRE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman-Las Vegas Division
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(Last)
(First)
(Middle)
650 MADISON AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/17/2008
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(Street)
NEW YORK, NY 10022
(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, $0.01 par value per share
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7/17/2008
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P
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1071429
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A
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(1)
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1071429
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I
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By TTERB Living Trust
(1)
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Common Stock, $0.01 par value per share
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176238
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D
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Common Stock, $0.01 par value per share
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5556870
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I
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By ONIROT Living Trust
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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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Common Stock Warrants (right to buy)
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$4.50
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7/17/2008
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P
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1071429
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7/17/2008
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7/17/2015
(2)
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Common Stock
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1071429
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(1)
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1071429
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I
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By TTERB Living Trust
(1)
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Common Stock Warrants (right to buy)
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$5.50
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7/17/2008
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P
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1071429
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7/17/2008
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7/17/2018
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Common Stock
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1071429
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(1)
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1071429
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I
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By TTERB Living Trust
(1)
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Explanation of Responses:
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(
1)
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The reported securities are included within 1,071,429 Units purchased by the Reporting Person (through TTERB Living Trust) from the Issuer for $3,750,001.50 in a private placement. Each Unit consists of one share of common stock, one warrant to purchase one share of common stock at $4.50 per share and one warrant to purchase one share of common stock at $5.50 per share. The common stock and warrants comprising the Units are directly owned by TTERB Living Trust, of which the Reporting Person is the trustee.
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(
2)
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The expiration date is subject to extension under certain circumstances specified in the warrants.
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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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Torino Brett
650 MADISON AVENUE
NEW YORK, NY 10022
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X
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Chairman-Las Vegas Division
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Signatures
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/s/ Brett Torino
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7/18/2008
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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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