Sec Form 4 Filing - Accolade (PTC) Inc. @ EMERSON RADIO CORP - 2016-06-28

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
Accolade (PTC) Inc.
2. Issuer Name and Ticker or Trading Symbol
EMERSON RADIO CORP [ MSN]
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)
398 KWUN TONG ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2016
(Street)
KOWLOON, K3068909
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, $0.01 par value per share 06/28/2016 J 0 ( 2 ) A $ 0 15,243,283 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock, $0.01 par value per share 07/27/2016 J 0 ( 2 ) A $ 0 15,243,283 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock, $0.01 par value per share 08/15/2016 J 0 ( 2 ) A $ 0 15,243,283 I See Footnotes ( 1 ) ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Accolade (PTC) Inc.
398 KWUN TONG ROAD
KOWLOON, K3068909
X
Ho Family Trust
398 KWUN TONG ROAD
KOWLOON, HONG KONG068909
X
Signatures
ACCOLADE (PTC) INC., By: /s/ Eleanor Crosthwaite, Name: Eleanor Ann Crosthwaite, Title: Director 08/19/2016
Signature of Reporting Person Date
HO FAMILY TRUST, By: Accolade (PTC) Inc., its Trustee, By: /s/ Eleanor Crosthwaite, Name: Eleanor Ann Crosthwaite, Title: Director 08/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of issuer are owned directly by S&T International Distribution Ltd., which is a wholly owned subsidiary of Grande N.A.K.S. Ltd., which is a wholly owned subsidiary of The Grande Holdings Limited. On June 28, 2016, Barrican Investments Corporation acquired McVitie Capital Limited. McVitie Capital Limited held on that date, and continues to hold as of the date of this filing, approximately 1.275% of The Grande Holdings Limited. Barrican Investments Corporation is a wholly owned subsidiary of Airwave Capital Limited, which is a wholly owned subsidiary of The Ho Family Trust Limited, which is a wholly owned subsidiary of the Ho Family Trust. Accolade (PTC) Inc. is the trustee of the Ho Family Trust.
( 2 )(Continued from Footnote 1) As a result of the acquisition of McVitie Capital Limited by Barrican Investments Corporation, the Ho Family Trust's pecuniary interest in the shares of issuer increased.On July 27, 2016 and August 15, 2016, Mr. Christopher Ho inherited 5,738,016 shares and 700,000 shares, respectively, of The Grande Holdings Limited, constituting approximately 0.12% in the aggregate of The Grande Holdings Limited. On the respective dates of inheritance, Mr. Christopher Ho transferred to Barrican Investments Corporation all such inherited shares of The Grande Holdings Limited. As a result of such transfers, the Ho Family Trust's pecuniary interest in the shares of issuer increased.
( 3 )(Continued from Footnote 2) Accolade (PTC) Inc. disclaims any pecuniary interest in the shares owned by S&T International Distribution Ltd.Mr. Ho is a discretionary beneficiary of the Ho Family Trust, Chief Executive Officer of The Ho Family Trust Limited and the Chairman of the Board of issuer and may be deemed to share beneficial ownership of the shares owned by S&T International Distribution Ltd. Mr. Ho disclaims beneficial ownership of the shares owned by S&T International Distribution Ltd. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Mr. Ho is the beneficial owner of equity securities described in this statement as indirectly owned.

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