FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/30/2012 |
3. Issuer Name and Ticker or Trading Symbol
Wizard World, Inc. [ WIZD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.0001 per share | 8,050,000 | D |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Options (Right to Purchase) | 06/30/2011 (1) | 05/13/2016 | common stock, par value $0.0001 per share | 150,000 (2) | 0.44 | D | |
Stock Options (Right to Purchase) | 06/30/2012 (3) | 03/19/2017 | common stock, par value $0.0001 per share | 2,750,000 (4) | 0.44 | D | |
Series A Preferred Stock | 04/18/2011 | (5) | common stock, par value $0.0001 per share | 1,000 | 0.4 | D | |
Common Stock Purchase Warrant | 04/18/2011 | 04/18/2016 | common stock, par value $0.0001 per share | 50,000 | 0.4 | D | |
Common Stock Purchase Warrant | 12/06/2011 | 12/06/2016 | common stock, par value $0.0001 per share | 25,000 | 0.4 | D | |
Common Stock Purchase Warrant | 06/30/2012 | 03/19/2017 | common stock, par value $0.0001 per share | 1,000,000 | 0.44 | D |
Explanation of Responses: |
1. 6,389 options vested on the Date Exercisable and 12,500 options will vest per fiscal quarter over a three year period. |
2. Mr. Macaluso received, pursuant to a stock option agreement, entered into as of May 9, 2011, by and between Wizard World Inc. (the "Company) and Mr. Macaluso, stock options to purchase up to one hundred and fifty thousand (150,000) shares of the Company's common stock, par value $0.0001 per share, at an exercise price per share equal to $0.44. The options are exercisable for a period of five years and vest in equal amounts over a period of three (3) years at the rate of twelve thousand five hundred (12,500) options per fiscal quarter at the end of such quarter, commencing in the quarter ended July 31, 2011, and pro-rated for the number of days Mr. Macaluso served on the board of directors (the "Board") during the first fiscal quarter. As of the date hereof, 43,889 options have vested. |
3. 229,166 options will vest on the Date Exercisable and 229,166 options will vest per fiscal quarter over a three year period. |
4. Mr. Macaluso received, pursuant to a stock option agreement, entered into as of March 19, 2012, by and between the Company and Mr. Macaluso, stock options to purchase up to two million and seven hundred and fifty thousand (2,750,000) shares of the Company's common stock, par value $0.0001 per share, at an exercise price per share equal to $0.44. The options are exercisable for a period of five years and vest in equal amounts over a period of three (3) years at the rate of 229,166 options per fiscal quarter at the end of such quarter, commencing in the quarter ended June 30, 2012. As of the date hereof, 0 options have vested. |
5. The Series A Preferred Stock do not have an expiration date. |
Remarks: |
On May 13, 2011, John Macaluso was appointed to the Board and on March 19, 2012, Mr. Macaluso was appointed as the Company's Chief Executive Officer. On March 30, 2012, the Company filed a registration statement on Form 8-A, registering the Company's common stock, par value $0.0001 per share under Section 12(g) of the Securities Exchange Act of 1934, with the U.S. Securities and Exchange Commission. |
/s/ John Macaluso | 04/13/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |