Sec Form 4 Filing - McAdoo Zachary @ Radioio, Inc. - 2013-12-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
McAdoo Zachary
2. Issuer Name and Ticker or Trading Symbol
Radioio, Inc. [ IWDMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President, CEO & CFO
(Last) (First) (Middle)
C/O MCADOO CAPITAL, 635 MADISON AVENUE, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2013
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.001 per share 12/11/2013 D( 1 ) 32,718,364 D 0 I ( 6 ) By Zanett Opportunity Fund, Ltd.
Common Stock, par value $.001 per share 12/11/2013 A( 1 ) 327,184 A 327,184 I ( 6 ) By Zanett Opportunity Fund, Ltd.
Common Stock, par value $.001 per share 12/11/2013 D( 1 ) 10,500,000 D 0 D
Common Stock, par value $.001 per share 12/11/2013 A( 1 ) 105,000 A 105,000 D
Common Stock, par value $.001 per share 12/11/2013 A( 1 ) 495,050 A 822,234 I ( 6 ) By Zanett Opportunity Fund, Ltd.
Common Stock, par value $.001 per share 12/11/2013 A( 1 ) 126,320 A 948,554 I ( 6 ) By Zanett Opportunity Fund, Ltd.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Preferred Stock, par value $.001 per share ( 1 ) 12/11/2013 D( 1 ) 1,000,000 ( 7 ) ( 7 ) Common Stock ( 1 ) 495,050 ( 1 ) ( 4 ) 0 I ( 6 ) By Zanett Opportunity Fund, Ltd.
10% Convertible Debenture ( 1 ) 12/11/2013 D( 1 ) ( 8 ) ( 8 ) Common Stock ( 1 ) 126,320 ( 1 ) ( 5 ) 0 I ( 6 ) By Zanett Opportunity Fund, Ltd.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McAdoo Zachary
C/O MCADOO CAPITAL
635 MADISON AVENUE, 15TH FLOOR
NEW YORK, NY10022
X X Chairman, President, CEO & CFO
Zanett Opportunity Fund, Ltd.
C/O APPLEBY SPURLING CANON'S COURT
22 VICTORIA STREET P.O. BOX HM 1179
HAMILTON, D0HM 1179
X
McAdoo Capital, Inc.
635 MADISON AVENUE
15TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Zachary McAdoo 12/12/2013
Signature of Reporting Person Date
/s/ Zachary McAdoo, President, McAdoo Capital Inc., Investment Manager of Zanett Opportunity Fund, Ltd. 12/12/2013
Signature of Reporting Person Date
/s/ Zachary McAdoo, President, McAdoo Capital Inc. 12/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the merger (the "Merger") of ioWorldMedia, Incorporated ("ioWorldMedia") with and into Radioio, Inc. ("Radioio"), which became effective on December 11, 2013, (a) each holder of ioWorldMedia's common stock received one share of Radioio common stock for every 100 shares of ioWorldMedia's common stock held, (b) each holder of ioWorldMedia's preferred stock received .4950495 of one share of Radioio common stock for each share of ioWorldMedia's preferred stock held, and (c) the entire principal amount of certain 10% convertible debentures of ioWorldMedia, and all accrued interest thereunder, were converted into shares of Radioio common stock at a conversion rate of $1.22 per share. Effective January 10, 2014, Radioio's symbol will change to "RDIO."
( 2 )The holder received 327,184 shares of Radioio common stock in exchange for 32,718,364 shares of ioWorldMedia common stock pursuant to the Merger.
( 3 )The holder received 105,000 shares of Radioio common stock in exchange for 10,500,000 shares of ioWorldMedia common stock pursuant to the Merger.
( 4 )The holder received 495,050 shares of Radioio common stock in exchange for 1,000,000 shares of ioWorldMedia preferred stock pursuant to the Merger.
( 5 )The holder received 126,320 shares of Radioio common stock upon the conversion of the 10% convertible debenture issued to the holder by ioWorldMedia in the principal amount of $150,000, including $4,109.59 of accrued interest.
( 6 )These securities are held by Zanett Opportunity Fund, Ltd. (the "Fund"). McAdoo Capital, Inc. ("McAdoo Capital") is the investment manager of the Fund, and may be deemed to have an indirect interest in the securities held by the Fund. McAdoo Capital disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Zachary McAdoo, an officer and a director of Radioio, is the President of McAdoo Capital, and may be deemed to have an indirect interest in the securities held by the Fund in his capacity as an officer of McAdoo Capital. Mr. McAdoo disclaims beneficial ownership of the securities held by the Fund except to the extent of any pecuniary interest therein.
( 7 )Pursuant to an agreement among all of the holders of the Preferred Stock and ioWorldMedia, the Fund had no right to convert its shares of preferred stock if such conversion would cause the number of shares of common stock to exceed the figure that is 50,000,000 less than the number of shares of common stock authorized for issuance under ioWorldMedia's Articles of Incorporation. Such agreement also provided that ioWorldMedia would use its best efforts to increase the authorized number of shares of its common stock to accommodate conversion upon request of the holders of preferred stock. As described in Note (1) above, all of the outstanding shares of ioWorldMedia's preferred stock were converted into shares of Radioio's common stock in connection with the Merger.
( 8 )The 10% convertible debenture provided that the entire principal amount thereof, together with accrued and unpaid interest, would be converted into shares of ioWorldMedia's common stock at a conversion price of $.0122 per share, upon the effectiveness of an amendment to ioWorldMedia's Articles of Incorporation to increase the number of authorized shares of common stock sufficient to allow for the full conversion of the 10% convertible debenture. As described in Note (1) above, the 10% convertible debenture was converted into shares of Radioio common stock in connection with the Merger.

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