Sec Form 4 Filing - SPEYER W KIP @ Bright Mountain Media, Inc. - 2018-11-09

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 *
SPEYER W KIP
2. Issuer Name and Ticker or Trading Symbol
Bright Mountain Media, Inc. [ BMTM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO/President/Chairman
(Last)
(First)
(Middle)
C/O 6400 CONGRESS AVE, SUITE 2050
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2018
(Street)
BOCA RATON, FL33487
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
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
12% convertible promissory notes ( 1 ) 11/07/2018 C ( 1 ) ( 1 ) 12% Series F-1 convertible preferred stock 2,177,233 $ 0.5 0 ( 1 ) D
12% Series F-1 convertible preferred stock ( 1 ) 11/07/2018 C 2,177,233 11/07/2018 04/10/2022 common stock 2,177,233 ( 1 ) 2,177,233 ( 1 ) D
6% convertible promissory notes ( 2 ) 11/07/2018 C ( 2 ) ( 2 ) 6% Series F-2 convertible preferred stock 1,408,867 $ 0.5 0 ( 2 ) D
6% Series F-2 convertible preferred stock ( 2 ) 11/07/2018 C 1,408,867 11/07/2018 07/27/2022 common stock 1,408,867 ( 2 ) 1,408,867 ( 2 ) D
10% convertible promissory notes ( 3 ) 11/07/2018 C ( 3 ) ( 3 ) 10% Series F-3 convertible preferred stock 757,917 $ 0.4 0 ( 3 ) D
10% Series F-3 convertible preferred stock ( 3 ) 11/07/2018 C 757,917 11/07/2018 08/30/2022 common stock 757,917 ( 3 ) 757,917 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPEYER W KIP
C/O 6400 CONGRESS AVE, SUITE 2050
BOCA RATON, FL33487
X X CEO/President/Chairman
Signatures
W Kip Speyer 11/09/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 7, 2018 the reporting person entered into a Note Exchange Agreement (the "Note Exchange Agreement") with Bright Mountain Media, Inc. (the "Issuer") pursuant to which the reporting person exchanged the principal and accrued but unpaid interest due him under 12% convertible promissory notes issued between September 26, 2016 and April 10, 2017, and maturing between September 26, 2021 and April 10, 2022, for 2,177,233 shares of the Issuer's 12% Series F-1 convertible preferred stock. Upon such conversion, the notes were deemed paid in full. The shares of 12% Series F-1 convertible preferred stock are convertible into common stock on an 1:1 basis at any time at the option of the holder, and automatically convert into shares of common stock on April 10, 2022.
( 2 )On November 7, 2018 the reporting person entered into the Note Exchange Agreement with the Issuer pursuant to which the reporting person exchanged the principal and accrued but unpaid interest due him under 6% convertible promissory notes issued between April 19, 2017 and July 27, 2017, and maturing between April 19, 2022 and July 27, 2022, for 1,408,867 shares of the Issuer's 6% Series F-2 convertible preferred stock. Upon such conversion, the notes were deemed paid in full. The shares of 6% Series F-2 convertible preferred stock are convertible into common stock on an 1:1 basis at any time at the option of the holder, and automatically convert into shares of common stock on July 27, 2022.
( 3 )On November 7, 2018 the reporting person entered into the Note Exchange Agreement with the Issuer pursuant to which the reporting person exchanged the principal and accrued but unpaid interest due him under 10% convertible promissory notes issued between August 1, 2017 and August 30, 2017, and maturing between August 1, 2022 and August, 2022, for 757,917 shares of the Issuer's 10% Series F-3 convertible preferred stock. Upon such conversion, the notes were deemed paid in full. The shares of 10% Series F-3 convertible preferred stock are convertible into common stock on an 1:1 basis at any time at the option of the holder, and automatically convert into shares of common stock on August 30, 2022.

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