Sec Form 4 Filing - Cassidy Bruce A. Sr. @ 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
Cassidy Bruce A. Sr.
2. Issuer Name and Ticker or Trading Symbol
Loop Media, Inc. [ LPTV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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( 2 ) 60,000,000 ( 9 ) D 0 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 ( 1 )
Common Stock 09/30/2020 P 960,000 A $ 1.25 960,000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 ( 1 )
Common Stock 06/01/2021 J( 6 ) 3,529 A $ 2.7957 3,529 I By Excel Family Partners LLLP ( 1 )
Common Stock 06/01/2021 J( 7 ) 7,982 A $ 2.7957 967,982 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 ( 1 )
Common Stock 08/17/2021 P 363,163 A $ 2.92 366,692 I By Excel Family Partners LLLP ( 1 )
Common Stock 08/17/2021 P 5,349,945 A $ 0.16 5,716,637 I By Excel Family Partners LLLP ( 1 )
Common Stock 09/30/2021 P 320,000 A 6,036,637 I By Excel Family Partners LLLP ( 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
Series B Preferred Stock ( 2 ) 02/05/2020 J( 2 ) 200,000 ( 2 ) ( 2 ) Common Stock 20,000,000 ( 2 ) 200,000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 ( 1 )
Series A Preferred Stock ( 3 ) 02/05/2020 J( 2 ) 2,654,000 ( 9 ) ( 3 ) ( 3 ) Common Stock ( 3 ) ( 2 ) 46,000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 ( 1 )
Series A Preferred Stock ( 3 ) 02/05/2020 G 30,000 ( 9 ) ( 3 ) ( 3 ) Common Stock ( 3 ) $ 0 16,000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 ( 1 )
Series A Preferred Stock ( 3 ) 02/05/2020 S 16,000 ( 9 ) ( 3 ) ( 3 ) Common Stock ( 3 ) $ 3.125 0 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 ( 1 )
Warrant $ 0.75 03/11/2020 J( 4 ) 2,666,667 ( 4 ) 03/11/2030 Common Stock 2,666,667 ( 4 ) 2,666,667 I By Eagle Investment Group, LLC ( 1 )
4% Convertible Note ( 8 ) 12/01/2020 P ( 8 ) 12/01/2022 Common Stock ( 8 ) ( 8 ) $ 750,000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 ( 1 )
Warrant $ 2.75 12/01/2020 P 68,182 ( 5 ) ( 5 ) Common Stock 68,182 ( 5 ) 68,182 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 ( 1 )
4% Convertible Note ( 8 ) 04/01/2021 P ( 8 ) 12/01/2022 Common Stock ( 8 ) ( 8 ) $ 800,000 I By Excel Family Partners LLLP ( 1 )
4% Convertible Note ( 8 ) 04/01/2021 P ( 8 ) 12/01/2022 Common Stock ( 8 ) ( 8 ) $ 800,000 I By Excel Family Partners LLLP ( 1 )
4% Convertible Note ( 8 ) 05/01/2021 P ( 8 ) 12/01/2022 Common Stock ( 8 ) ( 8 ) $ 400,000 I By Excel Family Partners LLLP ( 1 )
Warrant $ 2.75 05/01/2021 P 36,364 ( 5 ) ( 5 ) Common Stock 36,364 ( 5 ) 36,364 I By Excel Family Partners LLLP ( 1 )
4% Convertible Note ( 8 ) 06/01/2021 P ( 8 ) 12/01/2022 Common Stock ( 8 ) ( 8 ) $ 400,000 I By Excel Family Partners LLLP ( 1 )
Warrant $ 2.75 06/01/2021 P 36,364 ( 5 ) ( 5 ) Common Stock 36,364 ( 5 ) 36,364 I By Excel Family Partners LLLP ( 1 )
Warrant $ 2.75 09/30/2021 P 320,000 ( 11 ) ( 11 ) Common Stock 320,000 ( 10 ) 320,000 I By Excel Family Partners LLLP ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cassidy Bruce A. Sr.
C/O LOOP MEDIA, INC.
700 N. CENTRAL AVE. SUITE 430
GLENDALE, CA91203
X X
Signatures
/s/ Joanne Lytle, Attorney-in Fact 10/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 2 )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.
( 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 )Warrants were issued in connection with merger in consideration for the cancellation of indebtedness in the principal amount of $180,000. The warrants are exercisable at any time at the option of the Reporting Person.
( 5 )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.
( 6 )3,529 shares of Common Stock received as payment-in-kind interest payments on senior secured promissory notes.
( 7 )7,982 shares of Common Stock received as payment-in-kind interest payments on a senior secured promissory note.
( 8 )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%).
( 9 )Shares reported do not reflect the 1 to 1.5 reverse stock split effective 06/08/2020.
( 10 )Pursuant to the Securities Purchase Agreement, dated September 30, 2021, by and between the Issuer and the Reporting Person, Reporting Person purchased 320,000 shares of Common Stock and warrants to purchase up to 320,000 shares of Common Stock. The aggregate purchase price for one share of Common Stock and one warrant to purchase one share of Common Stock was $1.25.
( 11 )Warrants are exercisable at any time and expire on September 30, 2024.

Remarks:
Exhibit 24- Power of Attorney

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