Sec Form 4 Filing - Bruce A. Cassidy 2013 Irrevocable Trust @ Loop Media, Inc. - 2020-02-05

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
Bruce A. Cassidy 2013 Irrevocable Trust
2. Issuer Name and Ticker or Trading Symbol
Loop Media, Inc. [ LPTV]
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)
C/O LOOP MEDIA, INC., 700 N. CENTRAL AVE. SUITE 430
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2020
(Street)
GLENDALE, CA91203
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 02/05/2020 J( 1 ) 60,000,000 ( 2 ) D 0 D
Common Stock 09/30/2020 P 960,000 A $ 1.25 960,000 D
Common Stock 06/01/2021 J( 4 ) 7,982 A $ 2.7957 967,982 D
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
Series B Preferred Stock ( 1 ) 02/05/2020 J( 1 ) 200,000 ( 1 ) ( 1 ) Common Stock 20,000,000 ( 1 ) 200,000 D
Series A Preferred Stock ( 3 ) 02/05/2020 J( 1 ) 2,654,000 ( 2 ) ( 3 ) ( 3 ) Common Stock ( 3 ) ( 1 ) 46,000 D
Series A Preferred Stock ( 3 ) 02/05/2020 G 30,000 ( 2 ) ( 3 ) ( 3 ) Common Stock ( 3 ) $ 0 16,000 D
Series A Preferred Stock ( 3 ) 02/05/2020 S 16,000 ( 2 ) ( 3 ) ( 3 ) Common Stock ( 3 ) $ 3.125 0 D
4% Convertible Note ( 5 ) 12/01/2020 P ( 5 ) 12/01/2022 Common Stock ( 5 ) ( 5 ) $ 750,000 D
Warrant $ 2.75 12/01/2020 P 68,182 ( 6 ) ( 6 ) Common Stock 68,182 ( 6 ) 68,182 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bruce A. Cassidy 2013 Irrevocable Trust
C/O LOOP MEDIA, INC.
700 N. CENTRAL AVE. SUITE 430
GLENDALE, CA91203
X
Signatures
/s/ Joanne Lytle, Attorney-in Fact 10/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 5, 2020, Reporting Person exchanged 60,000,000 shares of Common Stock, 2,654,000 shares of Series A Preferred Stock, forgiveness of indebtedness in the amount of $1,000,000 and $1,000,000 in cash for 200,000 shares of Series B Preferred Stock, convertible at any time by Reporting Person into 20,000,000 shares of Common Stock. The Series B Preferred Stock has no expiration date.
( 2 )Shares reported do not reflect the 1 to 1.5 reverse stock split effective 06/08/2020.
( 3 )Each share of Series A Preferred Stock was convertible at any time into 100 shares of Common Stock. The Series A Preferred Stock had no expiration date.
( 4 )7,982 shares of Common Stock received as payment-in-kind interest payments on a senior secured promissory note.
( 5 )Notes may be converted (1) on the Maturity Date based on the average of the VWAP of common stock during each trading day during the thirty (30) trading day period ending one trading day prior to the maturity date; (2) immediately upon a change of control based on the average of the VWAP of common stock during each trading day during the ten (10) trading day period ending one trading day prior to the change of control effective date; and (3) mandatorily at the closing of a qualified IPO at (i) the public offering price per share of the common stock multiplied by (ii) one (1) minus twenty percent (20%).
( 6 )Warrants were issued in connection with a 4% convertible promissory note. The warrants are exercisable at any time at the option of the Reporting Person and expire on the earlier to occur of December 1, 2022 or immediately prior to closing of IPO or upon a change of control.

Remarks:
Exhibit 24- Power of Attorney

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