Statement of Changes in Beneficial Ownership (4)
10 April 2015 - 7:03AM
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).
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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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Brodeur Norman
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2. Issuer Name
and
Ticker or Trading Symbol
Adaptive Medias, Inc.
[
ADTM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
520 BROADWAY, SUITE 350
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2015
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(Street)
SANTA MONICA, CA 90401
(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
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3/30/2015
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A
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48000
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A
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$0
(1)
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48000
(2)
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D
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Common Stock
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4528223
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I
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See Footnote
(3)
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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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Stock Option
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$2.25
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3/30/2015
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A
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24000
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(4)
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3/30/2025
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Common Stock
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24000
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$2.25
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24000
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D
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Explanation of Responses:
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(
1)
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Shares of common stock of the Issuer were granted to the Reporting Person in exchange for his services on the Board of Directors of the Issuer. The value of the shares on the date of grant was $97,440 based on a share price of $2.03 as of March 30, 2015.
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(
2)
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Shares are subject to forfeiture by the Issuer. Such right of forfeiture shall terminate with respect to one-fourth of the shares on each of the three-month, six-month, nine-month, and one year anniversary of the date of issuance.
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(
3)
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The Reporting Person is the principal executive officer of each of OneScreen Partners, Inc., OneScreen Partners B, Inc., OneScreen, Inc., VSIP, Inc., Vidshadow Partners, Inc., and WNA Technologies, Inc., all of which are direct holders of an aggregate of 4,528,223 shares of common stock. The Reporting Person has voting and investment power and may be deemed to be an indirect beneficial owner of the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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(
4)
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The reporting person is a participant in the Company's 2010 Stock Incentive Plan, as amended, and received an option to purchase 24,000 shares of common stock on March 30, 2015.The stock option shall vest as follows: one-half of the option shares shall vest on the six month anniversary of the date of grant, and the remaining shares shall vest monthly in equal installments over the subsequent twelve months.
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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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Brodeur Norman
520 BROADWAY
SUITE 350
SANTA MONICA, CA 90401
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X
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X
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Signatures
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/s/ Norman Brodeur
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4/9/2015
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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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