Sec Form 4 Filing - Golisano Holdings LLC @ TWINLAB CONSOLIDATED HOLDINGS, INC. - 2017-03-08

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
Golisano Holdings LLC
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)
1 FISHERS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2017
(Street)
PITTSFORD, NY14534
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 03/08/2017 J 807,018 A 90,027,400 I See Footnote 1 ( 1 )
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
Warrant (option to buy) $ 1 03/08/2017 P 869,618 03/08/2017 11/13/2019 Common Stock 869,618 ( 2 ) 869,618 ( 3 ) D
Warrant (option to buy) $ 0.01 ( 4 ) 03/08/2017 J 4,960,740 03/08/2017 11/13/2019 Common Stock 4,960,740 ( 2 ) 4,960,740 I See Footnote 5 ( 5 )
Warrant (option to buy) $ 0.01 03/08/2017 J 807,018 03/08/2017 11/13/2019 Common Stock 807,018 ( 2 ) 807,018 I See Footnote 6 ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Golisano Holdings LLC
1 FISHERS ROAD
PITTSFORD, NY14534
X
GOLISANO B THOMAS
3175 GREEN DOLPHIN LANE
NAPLES, FL34102
X
Signatures
B. Thomas Golisano, Sole Member 03/15/2017
Signature of Reporting Person Date
B. Thomas Golisano 03/15/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of these shares, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $177,544 that Penta may receive upon the sale of these shares so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in these shares within the meaning of Rule 16a-1(a)(2).
( 2 )This warrant was acquired by Golisano Holdings LLC from Penta Mezzanine Fund I, L.P. ("Penta") in connection with the acquisition by Golisano Holdings LLC of $10M in aggregate principal amount of loans payable by the Issuer to Penta.
( 3 )This warrant is owned directly by Golisano Holdings LLC, a New York limited liability company and a greater than 10% owned of the Issuer, and indirectly by B. Thomas Golisano, the sole member of Golisano Holdings LLC.
( 4 )The exercise price for this warrant is not on a per share basis, but is for the entire 4,960,740 shares of Common Stock underlying the warrant.
( 5 )In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of this warrant, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $1,091,363 that Penta may receive upon the exercise or sale of this warrant and so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in this warrant and the underlying shares of Common Stock within the meaning of Rule 16a-1(a)(2).
( 6 )In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of this warrant, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $177,544 that Penta may receive upon the exercise or sale of this warrant and so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in this warrant and the underlying shares of Common Stock within the meaning of Rule 16a-1(a)(2).

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