Sec Form 3 Filing - Dreamcatcher LLC @ Loop Media, Inc. - 2020-02-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Dreamcatcher LLC
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)
1879 HAZELTON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2020
(Street)
GERMANTOWN, TN38138
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 16,153,042 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
Warrants ( 2 ) ( 1 ) ( 1 ) Common Stock 2,663,032 ( 2 ) D
Convertible Note ( 3 ) ( 5 ) ( 4 ) 12/01/2023 Common Stock 3,851,631 ( 4 ) ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dreamcatcher LLC
1879 HAZELTON DRIVE
GERMANTOWN, TN38138
X
Signatures
William Bettis, duly authorized under power of attorney, by DreamCatcher, LLC 03/28/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Warrants are exercisable at any time at the option of Reporting Person and expire on the earliest to occur of: (i) the tenth anniversary of November 5, 2019, (ii) immediately prior to the closing of the first firm-commitment underwritten public offering of securities of Issuer, or (iii) a change of control of Issuer.
( 2 )The Warrants provide for the purchase of shares of Issuer's common stock at an exercise price of $0.5677 per share. The Warrants are exercisable either for cash or on a cashless basis. The number of shares of common stock deliverable upon exercise of the Warrants are subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.
( 3 )The First Amended and Restated Convertible Note dated October 31, 2019, in the original principal amount of $1,500,000 (the "Convertible Note").
( 4 )The Convertible Note may be converted by Reporting Person, upon proper notice, in whole or in part, at any time. The Convertible Note is also subject to prepayment, upon proper notice, from Issuer.
( 5 )The Convertible Note earns interest at the annual rate of 10%. Interest accrued from October 31, 2019, through April 30, 2020, shall, at Issuer's option, be paid in full to Reporting Person on May 1, 2020, or added to the principal balance of the Convertible Note as of such date. Accrued unpaid interest is payable monthly beginning June 1, 2020, through December 1, 2020. Any outstanding principal balance and accrued unpaid interest is payable in equal monthly installments beginning January 1, 2021, until all outstanding principal balance and accrued unpaid interest is paid in full no later than December 1, 2023. The outstanding principal and accrued and unpaid interest under the Convertible Note are convertible into Common Stock of Issuer at the conversion price of $0.40 per share. The conversion price is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

Remarks:
The non-derivative and derivative securities set forth in this Form 3 (i) were acquired by Reporting Person via that certain merger agreement, made effective on February 5, 2020, by and among Interlink Plus, Inc., Interlink Plus, Inc.'s wholly owned subsidiary, Loop Media Acquisition, Inc., and Loop Media, Inc., and (ii) depicts the beneficial ownership of Reporting Person as of February 5, 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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