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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 5.21 | 07/29/2010 | J | 28,790 | 07/29/2010 | 07/29/2010 | Common Stock | 28,790 | $ 0 (6) | 0 | D | ||||
| Series A Convertible Preferred Stock | (7) | (7) | (7) | Common Stock | 1,489,726 | 446,918 | I | Through Dimensional Associates, LLC (4) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stein Daniel C. 1091 BOSTON POST ROAD RYE, NY 10580 |
X | |||
| /s/ Alexis Shapiro for Daniel C. Stein | 08/02/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Agreement and Plan of Merger dated as of March 15, 2010, as amended (the "Merger Agreement"), among The Orchard Enterprises, Inc. (the "Company"), Dimensional Associates, LLC ("Dimensional") and Orchard Merger Sub, Inc. ("Merger Sub"), in connection with the merger of Merger Sub with and into the Company (the "Merger"), each share of the Company's common stock (other than shares held by Dimensional, its associates and dissenting shareholders) was canceled and converted into the right to receive from Dimensional (i) $2.05 per share in cash and (ii) a contingent right to receive additional cash consideration, under certain circumstances if Dimensional or the Company or any of their affiliates enters into a commitment to sell at least 80% of the Company's voting securities or assets within six months of the consummation of the Merger (collectively, the "Merger Consideration"). |
| (2) | Each outstanding share of Merger Sub common stock was converted into one share of common stock of the Company, resulting in the issuance by the Company of 100 additional shares of the Company's common stock to Dimensional at the effective time of the Merger. |
| (3) | The aggregate Merger Consideration payable by Dimensional at the closing of the Merger was $7,398,903, assuming that there are no dissenting shares. To the extent that any dissenting shares receive an amount per share other than the Merger Consideration, the aggregate amount may increase or decrease. |
| (4) | Mr. Stein is a director and executive of Dimensional, which directly holds the common stock and Series A Convertible Preferred Stock reported herein. Mr. Stein is deemed to be the beneficial owner of the common stock and Series A Convertible Preferred Stock held by Dimensional only to the extent of the greater of his direct or indirect interest in the profits or capital accounts of Dimensional. Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Stein is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by Dimensional in excess of such amount. |
| (5) | Pursuant to the Merger Agreement, the shares held by Mr. Stein (as an affiliate of Dimensional) remain outstanding without change. |
| (6) | The options were disposed of pursuant to the Merger Agreement, whereby in connection with the Merger, each option to purchase the Company's common stock was canceled and converted into the right to receive from the Company the difference, if positive, between the Merger Consideration and the exercise price of the option. |
| (7) | The Series A Convertible Preferred Stock is convertible into common stock at the option of the holder at any time at a rate of 3 1/3 shares of common stock for each preferred share subject to adjustments for stock splits, combinations and distributions and has no expiration date. |