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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 | ||||||||
| Series A Preferred Stock, $0.00001 par value per share | (1) | 05/29/2015 | J | 623,628 | 05/29/2015(1) | 12/31/2018(2) | Common Stock (1) | 810,716 (1) | (1) | 623,628 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Briand Matthew James C/O STAFFING 360 SOLUTIONS, INC. 641 LEXINGTON AVENUE, SUITE 1526 NEW YORK, NY 10022 |
X | Chief Executive Officer | ||
| /s/ Matthew Briand | 06/16/2015 | |
| **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) | On May 29, 2015, the Reporting Person was issued 623,628 shares of Series A Preferred Stock of Staffing 360 Solutions, Inc. (the "Company") in connection with the conversion of the Gross Profit Appreciation Bonus associated with the Reporting Person's employment agreement. The Series A Preferred Stock bears and pays monthly cash dividends at the rate of twelve percent (12%). Prior to the redemption date, shares of the Series A Preferred Stock are convertible into shares of common stock at the Reporting Person's election, at a conversion rate of one and three tenths (1.3) shares of common stock for every one share of Series A Preferred Stock that the Reporting Person elects to convert. |
| (2) | On December 31, 2018, the Company shall redeem all shares of the Series A Preferred Stock for either cash or for shares of common stock, such form of redemption to be determined by the Company in its sole discretion. The redemption price shall be equal to $1.00 for each share of Series A Preferred Stock, multiplied by the number of shares of Series A Preferred Stock held by the Reporting Person, less the aggregate amount of cash dividends paid to the Reporting Person through the redemption date, and less the amount, if any, of the expected value of the Gross Profit Appreciation Bonus that is unearned as of the redemption date, as calculated pursuant to the terms of the Reporting Person's employment agreement. If the redemption price is paid in shares of common stock, the Reporting Person shall initially receive one and three tenths (1.3) shares of common stock for each $1.00 of the redemption price. |