Sec Form 4 Filing - Khosrowshahi Golnar @ Reservoir Media, Inc. - 2021-07-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Khosrowshahi Golnar
2. Issuer Name and Ticker or Trading Symbol
Reservoir Media, Inc. [ RSVR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O RESERVOIR MEDIA, INC., 75 VARICK STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2021
(Street)
NEW YORK, NY10013
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
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
Stock Option $ 5.11 07/28/2021 A 352,918 ( 1 )( 2 ) 05/01/2029 Common Stock 352,918 ( 1 ) ( 2 ) 352,918 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Khosrowshahi Golnar
C/O RESERVOIR MEDIA, INC.
75 VARICK STREET, 9TH FLOOR
NEW YORK, NY10013
X Chief Executive Officer
Signatures
/s/ Golnar Khosrowshashi 07/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding option of Reservoir Holdings, Inc. ("Reservoir Option") was assumed and converted into an option to purchase the number of shares of Reservoir Media, Inc.'s ("RMI") common stock, $0.0001 par value per share, (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of common stock subject to the Reservoir Option immediately prior to the Effective Time by (ii) exchange ratio, with an exercise price determined by dividing (i) the exercise price of the Reservoir Option immediately prior to the Effective Time by (ii) the exchange ratio. The converted options fully vested at the Effective Time and are exercisable and will otherwise be subject to the same terms and conditions as were applicable to the Reservoir Options prior to the Effective Time. For purposes of this paragraph, "Merger Agreement" means that (cont'd in FN 2)
( 2 )(cont'd from FN 1) agreement and plan of merger, dated as of April 14, 2021, by and among RMI (formerly known as Roth CH Acquisition II Co.),Roth CH II Merger Sub Corp. and Reservoir Holdings, Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.