Sec Form 4 Filing - Wang Charles @ NEULION, INC. - 2018-05-07

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
Wang Charles
2. Issuer Name and Ticker or Trading Symbol
NEULION, INC. [ NLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
NEULION, INC., 1600 OLD COUNTRY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/07/2018
(Street)
PLAINVIEW, NY11803
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 05/07/2018 D( 1 ) 41,406,496 D $ 0.84 0 I By spouse ( 2 )
Common Stock 05/07/2018 D( 1 ) 14,736,007 D $ 0.84 0 D
Common Stock 05/07/2018 D( 1 ) 22,820,650 D $ 0.84 0 I By AvantaLion LLC ( 3 )
Common Stock 05/07/2018 D( 1 ) 15,534,956 D $ 0.84 0 I By JK&B Capital V Special Opportunity Fund, L.P. ( 4 )
Common Stock 05/07/2018 D( 1 ) 256,040 D $ 0.84 0 I By trust for benefit of grandchildren ( 5 )
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 Sec urities 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wang Charles
NEULION, INC.
1600 OLD COUNTRY ROAD
PLAINVIEW, NY11803
X X
Signatures
/s/ Stacey Sabo, attorney-in-fact 05/09/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), by and among the Company, WME Entertainment Parent, LLC, a Delaware limited liability company ("Parent"), and Lion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on May 7, 2018, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company was canceled and converted automatically into the right to receive $0.84 per share in cash without interest and less any applicable tax withholdings.
( 2 )Mr. Wang disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Wang is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )AvantaLion LLC is a Delaware limited liability company controlled by Mr. Wang.
( 4 )JK&B Capital V Special Opportunity Fund, L.P. is a limited partnership that is not controlled by Mr. Wang, who has a pecuniary interest of 85% in such fund.
( 5 )Mr. Wang is the trustee for each of two trusts, and his grandchildren are the beneficiaries of the trusts.

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