Statement of Changes in Beneficial Ownership (4)
17 March 2015 - 4:44AM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
Barickman James
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2. Issuer Name
and
Ticker or Trading Symbol
TRISTAR WELLNESS SOLUTIONS, INC.
[
TWSI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
10 SAUGATUCK AVE.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/5/2013
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(Street)
WESTPORT, CT 06880
(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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2/5/2013
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P
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3125000
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A
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(1)
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3125000
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I
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NorthStar Consumer Products, LLC
(1)
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Common Stock
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7/11/2013
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C
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1250000
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D
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(2)
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1875000
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I
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NorthStar Consumer Products, LLC
(2)
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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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Series D Convertible Preferred Stock
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(3)
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2/5/2013
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C
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125000
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(4)
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(4)
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Common Stock
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3125000
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(1)
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0
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I
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NorthStar Consumer Products, LLC
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Series D Convertible Preferred Stock
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(3)
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2/12/2013
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P
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375000
(6)
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2/12/2013
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(5)
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Common Stock
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9375000
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(6)
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375000
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I
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NorthStar Consumer Products, LLC
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Series D Convertible Preferred Stock
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(3)
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7/11/2013
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C
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50000
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7/11/2013
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(5)
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Common Stock
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1250000
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(2)
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425000
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I
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NorthStar Consumer Products, LLC
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Warrants
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$2.74
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4/30/2013
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A
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50000
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4/30/2013
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4/1/2019
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Common Stock
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50000
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(7)
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50000
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D
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Warrants
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$1.00
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12/31/2013
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A
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550000
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12/31/2013
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12/31/2018
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Common Stock
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550000
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(8)
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550000
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D
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Warrants
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$0.25
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11/14/2014
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A
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5000
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11/14/2014
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4/30/2019
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Common Stock
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5000
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(9)
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5000
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D
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Warrants
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$0.15
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3/3/2015
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A
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120000
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3/3/2015
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2/28/2020
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Common Stock
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120000
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(10)
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120000
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D
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Explanation of Responses:
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(
1)
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On February 5, 2013, NorthStar Consumer Products, LLC ("NCP"), submitted a Notice of Conversion to the Issuer for the conversion of 250,000 shares of the Issuer's Series D Convertible Preferred Stock into 6,250,000 shares of the Issuer's Common Stock. The Reporting Person is a 50% owner of NCP, and, as such, is deemed to have acquired 3,125,000 shares of the Issuer's Common Stock. The Series D Convertible Preferred Stock does not have a conversion price so the shares of Common Stock acquired did not have a purchase price.
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(
2)
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On July 11, 2013, NCP and the Issuer entered into a Stock Exchange Agreement under which NCP exchanged 2,500,000 shares of the Issuer's Common Stock for 100,000 shares of the Issuer's Series D Convertible Preferred Stock. Since the Reporting Person is a 50% owner of NCP the Reporting Person is deemed to have exchanged 1,250,000 shares of the Issuer's Common Stock for 50,000 shares of Series D Convertible Preferred Stock.
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(
3)
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The Series D Convertible Preferred Stock does not have a conversion or exercise price.
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(
4)
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Not applicable.
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(
5)
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The Series D Convertible Preferred Stock does not have an expiration date.
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(
6)
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On February 12, 2013, the Issuer closed an Asset Purchase Agreement with NCP under which the Issuer acquired the Beaute de Maman product line from NCP in exchange for 750,000 shares of the Issuer's Series D Convertible Preferred Stock. The Reporting Person is a 50% owner of NCP and is, therefore, deemed to own 375,000 shares of the Series D Convertible Preferred Stock held by NCP.
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(
7)
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The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $137,000.
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(
8)
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The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $550,000.
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(
9)
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The Warrants were issued to the Reporting Person in lieu of extending terms on a note that had expired in the amount of $1,250.
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(
10)
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The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $120,000.
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Remarks:
Former Chief Marketing Officer, Director and 10% Owner
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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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Barickman James
10 SAUGATUCK AVE.
WESTPORT, CT 06880
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See Remarks
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Signatures
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/s/ James H. Barickman
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3/16/2015
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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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