Sec Form 4/A Filing - Pastor Darin Richard @ TWINLAB CONSOLIDATED HOLDINGS, INC. - 2015-05-19

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FORM 4/A
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
Pastor Darin Richard
2. Issuer Name and Ticker or Trading Symbol
TWINLAB CONSOLIDATED HOLDINGS, INC. [ TLCC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8600 TRANSIT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/19/2015
(Street)
EAST AMHERST, NY14051
4. If Amendment, Date Original Filed (MM/DD/YY)
06/01/2015
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 05/19/2015 S 263,157 D $ 0.76 15,577,879 ( 1 ) I By corporation
Common Stock 05/21/2015 S 855,263 D $ 0.76 14,722,616 ( 1 ) I By corporation
Common Stock 05/28/2015 S 246,049 D $ 0.76 14,476,567 ( 1 ) I By corporation
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
Third-party call option (right to buy) $ 1 05/19/2015 S 263,157 06/09/2015 06/09/2018 Common Stock, par value $0.001 263,157 $ 0 0 I By corporation
Third-party call option (right to buy) $ 1 05/21/2015 S 855,263 06/09/2015 06/09/2018 Common Stock, par value $0.001 855,263 $ 0 0 I By corporation
Third-party call option (right to buy) $ 1 05/28/2015 S 246,049 06/09/2015 06/09/2018 Common Stock, par value $0.001 246,049 $ 0 0 I By corporation
Put option (right to sell) $ 0.775 05/28/2015 P( 2 ) 51,973,684 03/28/2015 10/31/2017 Common Stock, par value $0.001 51,973,684 $ 0 0 I By corporation
Series A Warrant (right to buy) $ 0.76 05/28/2015 S( 2 ) 51,973,684 10/01/2014 10/31/2017 Common Stock, par value $0.001 51,973,684 $ 0 0 I By corporation
Series B Warrant (right to buy) $ 0.76 05/28/2015 S( 2 ) 4,368,421 10/01/2014 10/31/2017( 3 ) Common Stock, par value $0.001 4,368,421 $ 0 18,000,000 I By corporation
Contingent Call Option (right to buy) $ 0.01 05/28/2015 S( 2 ) 1,000,000 04/01/2016 05/01/2016 Common Stock, par value $0.001 1,000,000 $ 0 1,000,000 I By corporation
Contingent Call Option (right to buy) $ 0.01 05/28/2015 S( 2 ) 1,500,000 08/01/2016 08/31/2016 Common Stock, par value $0.001 1,500,000 $ 0 1,500,000 I By corporation
Contingent Call Option (right to buy) $ 0.01 05/28/2015 S( 2 ) 1,500,000 12/01/2016 12/31/2016 Common Stock, par value $0.001 1,500,000 $ 0 1,500,000 I By corporation
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pastor Darin Richard
8600 TRANSIT ROAD
EAST AMHERST, NY14051
X
Signatures
/s/ Darin Richard Pastor 06/17/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In addition, Capstone Financial Group, Inc. exercised third-party call options for at least a further 1,498,500 shares on February 23, 2015, but the optionors of such shares have not yet honored the exercise. When they do, this Form 4 will be amended to reflect the additional shares.
( 2 )For further information regarding these transactions and the securities involved, please refer to the Current Report on Form 8-K filed by Capstone Financial Group, Inc. on May 29, 2015.
( 3 )As a part of this transaction, the remaining warrants were deemed to be divided into four tranches, each with an associated date beyond which it would no longer be exercisable: one tranche for 2,000,000 warrant shares (no longer exercisable after November 30, 2015); one tranche fo r 4,000,000 warrant shares (no longer exercisable after March 31, 2016); one tranche for 6,000,000 warrant shares (no longer exercisable after July 31, 2016); and another tranche for 6,000,000 warrant shares (no longer exercisable after November 30, 2016). For further information, please refer to the Current Report on Form 8-K filed by Capstone Financial Group, Inc. on May 29, 2015.

Remarks:
All securities reported on this Form 4 are owned directly by Capstone Financial Group, Inc. and indirectly by Darin Richard Pastor, the CEO and majority stockholder of Capstone. Capstone is filing a separate Form 4 to reflect these same transactions.

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