Sec Form 4 Filing - Drexler Ryan Charles @ MusclePharm Corp - 2018-01-05

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
Drexler Ryan Charles
2. Issuer Name and Ticker or Trading Symbol
MusclePharm Corp [ MSLP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O MUSCLEPHARM CORPORATION, 4400 VANOWEN ST.
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2018
(Street)
BURBANK, CA91505
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 01/05/2018 J( 1 ) 81,113 A $ 0.65 ( 1 ) 663,037 D
Common Stock 09/16/2019 C( 2 ) 16,216,216 A $ 1.11 ( 2 ) 16,879,253 D
Common Stock 1,499,408 I See footnote ( 3 )
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
Convertible Promissory Note (right to buy) $ 1.11 09/16/2019 C 0 ( 2 ) ( 4 ) 12/31/2019 Common Stock 16,216,216 ( 2 ) $ 0 0 ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Drexler Ryan Charles
C/O MUSCLEPHARM CORPORATION
4400 VANOWEN ST.
BURBANK, CA91505
X CEO
Signatures
/s/ Ryan Charles Drexler 09/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person was issued shares of common stock in lieu of cash interest in accordance with the terms of the Note (as defined below).
( 2 )The Reporting Person was issued shares of common stock upon his partial conversion, at a conversion price of $1.11 per share, of $18,000,000 of the amount outstanding under an Amended and Restated Convertible Secured Promissory Note, dated as of November 8, 2017 (the "Note"), issued by the Issuer to the Reporting Person. Following the partial conversion, there remained $1,262,910.15 of principal amount outstanding under the note and no outstanding interest as of such date. The Note bears interest at the rate of 12% per annum, with interest payments due on the last day of each quarter.
( 3 )Represents shares of common stock held by Consac LLC ("Consac").The Reporting Person is the Chief Executive Officer of Consac and may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 of the Securities Exchange Act) of the common stock that Consac beneficially owns. The Reporting Person has the power to direct the voting and disposition of the Issuer's common stock that Consac beneficially owns.
( 4 )The Reporting Person may convert the outstanding principal and accrued interest under the Note into shares of common stock at any time at a conversion price of $1.11 per share.

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 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).

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