Filing Details
- Accession Number:
- 0001654954-17-001092
- Form Type:
- 13D Filing
- Publication Date:
- 2017-02-14 17:38:07
- Filed By:
- O'dowd William Iv
- Company:
- Dolphin Entertainment Inc. (OTCMKTS:DLPN)
- Filing Date:
- 2017-02-14
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| William O Dowd | 3,251,686 | 0 | 3,251,686 | 0 | 3,251,686 | 22.6% |
| Dolphin Entertainment, Inc | 1,055,682 | 0 | 1,055,682 | 0 | 1,055,682 | 7.3% |
| Dolphin Digital Media Holdings | 1,242,104 | 0 | 1,242,104 | 0 | 12 | 8.6% |
| Trade Date Number of Shares Purchased Price Per Share ( ) William O Dowd |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Dolphin
Digital Media, Inc. |
| (Name
of Issuer) |
| Common
Stock, par value $0.015 per share |
| (Title
of Class of Securities) |
|
25688M 20 6 (Common Stock) |
| (CUSIP
Number) |
|
William O'Dowd
c/o Dolphin Entertainment, Inc.
2151 Le Jeune Road, Suite 150-Mezzanine
Coral Gables, Florida 33134 (305)
774-0407 |
| (Name,
address and telephone number of person authorized
to receive notices and communications) |
| December
29, 2016 |
| (Date
of event which requires filing of this statement) |
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f)
or Rule 13d-1(g), check the following
box .☐
NOTE: Schedules
filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be
sent.
*The
remainder of this cover page shall be filled out for a reporting
personís initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes)
|
CUSIP No. 25688M
20 6 |
|
1 | NAME
OF REPORTING PERSONS William
O'Dowd | ||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | ||
|
3 | SEC
USE ONLY | ||
|
4 | SOURCE
OF FUNDS
OO | ||
|
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | ||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States | ||
| NUMBER
OF |
7 | SOLE
VOTING POWER |
3,251,686* |
| SHARES BENEFICIALLY |
8 | SHARED
VOTING POWER |
0 |
| OWNED
BY EACH |
9 | SOLE
DISPOSITIVE POWER |
3,251,686* |
| REPORTING PERSON
WITH |
10 | SHARED
DISPOSITIVE POWER |
0 |
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,251,686* | ||
|
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 22.6%* | ||
|
14 | TYPE
OF REPORTING PERSON
IN | ||
* See
Item 5.
| CUSIP No. 25688M
20 6 |
|
1 | NAME
OF REPORTING PERSONS Dolphin
Entertainment, Inc. | ||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | ||
|
3 | SEC
USE ONLY | ||
|
4 | SOURCE
OF FUNDS
OO | ||
|
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | ||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States | ||
| NUMBER
OF |
7 | SOLE
VOTING POWER | 1,055,682* |
| SHARES BENEFICIALLY |
8 | SHARED
VOTING POWER |
0 |
| OWNED
BY EACH |
9 | SOLE
DISPOSITIVE POWER | 1,055,682* |
| REPORTING PERSON
WITH |
10 | SHARED
DISPOSITIVE POWER |
0 |
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,055,682* | ||
|
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 7.3%* | ||
|
14 | TYPE
OF REPORTING PERSON
CO | ||
* See
Item 5.
| CUSIP No. 25688M
20 6 |
|
1 | NAME OF REPORTING
PERSONS Dolphin Digital
Media Holdings, LLC
| ||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
|
3 | SEC USE
ONLY | ||
|
4 | SOURCE OF
FUNDS
OO | ||
|
5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | ||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION
Florida
| ||
| NUMBER
OF |
7 | SOLE VOTING
POWER | 1,242,104* |
| SHARES BENEFICIALLY |
8 | SHARED VOTING
POWER |
0 |
| OWNED
BY EACH |
9 | SOLE DISPOSITIVE
POWER | 1,242,104* |
| REPORTING PERSON
WITH |
10 | SHARED DISPOSITIVE
POWER |
0 |
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
|
12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | ||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 8.6%* | ||
|
14 | TYPE OF REPORTING
PERSON
CO | ||
* See
Item 5.
| CUSIP No. 25688M
20 6 |
EXPLANATORY NOTE
This
Amendment No. 1 (this “Amendment No. 1”)
amends and supplements the statement on Schedule 13D (the
“Original Schedule 13D”) jointly filed with the
Securities and Exchange Commission (the “SEC”) on April
28, 2016 by Mr. William O'Dowd, Dolphin Entertainment, Inc., a
Florida corporation (“Dolphin Entertainment”) and
Dolphin Digital Media Holdings, LLC, a Florida limited liability
company (“DDM Holdings” and, together with Mr. O'Dowd
and Dolphin Entertainment, the “Reporting Persons”). As
described in the Original Schedule 13D, Mr. O'Dowd is the
President, Chairman and Chief Executive Officer of the Issuer, the
founder, president and sole shareholder of Dolphin Entertainment
and the sole member of DDM Holdings.
Except
as specifically provided herein, this Amendment No. 1 does not
modify any of the information previously reported in the Original
Schedule 13D. Any capitalized terms used in this Amendment
No. 1 and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Original Schedule
13D.
|
CUSIP No. 25688M
20 6 |
|
Item 3. |
Source and Amount of Funds. |
Item 3
is hereby amended and replaced by the following:
The
securities of the Issuer were acquired (i) pursuant to the terms of
a subscription agreement between the Issuer and Dolphin
Entertainment, (ii) as consideration for a merger and (iii) upon
conversion of the Series B Convertible Preferred Stock, each as
described in further detail in Item 4 of this Statement which is
incorporated herein by reference.
|
Item 4. |
Purpose of Transaction. |
Item 4
is hereby amended and replaced by the following:
The
Issuer implemented a 20-to-1 reverse stock split effective May 10,
2016. The share ownership
in this filing reflects the reverse stock split.The Reporting
Persons acquired the shares of Common Stock reported herein as
beneficially owned by the Reporting Persons solely for investment
purposes. Except as described herein, the Reporting Persons have no
plans or proposals that relate to or would result in the
transactions described in Item 4(a) through (j) of Schedule
13D.
(i) As
previously disclosed in a current report on Form 8-K filed by the
Issuer on March 11, 2016 (the “Current Report”), on
March 4, 2016 the Issuer entered into a subscription agreement (the
“Subscription Agreement”) with Dolphin Entertainment,
holder of that certain outstanding promissory note dated December
31, 2011 (the “Note”) issued by the Issuer to Dolphin
Entertainment. Pursuant to the terms of the Subscription
Agreement, the Issuer and Dolphin Entertainment agreed to convert
the $3,073,410 aggregate amount of principal and interest
outstanding under the Note into shares of Common
Stock. On March 4, 2016, Dolphin Entertainment converted
the principal balance of the Note, together with accrued interest,
into an aggregate of 614,682 shares of Common Stock at $5.00 per
share as payment in full of the Note. Mr. O'Dowd, as
sole shareholder of Dolphin Entertainment is deemed to beneficially
owns such shares.
(ii) As
previously disclosed in the Current Report, on March 7, 2016 a
merger was completed among the Issuer, DDM Merger Sub, Inc., a
Florida corporation and a direct wholly-owned subsidiary of the
Issuer (“Merger Subsidiary”), Dolphin Entertainment and
Dolphin Films, Inc., a Florida corporation and a direct
wholly-owned subsidiary of Dolphin Entertainment (“Dolphin
Films”) (the “Merger”) pursuant to an Agreement
and Plan of Merger, dated October 14, 2015 (the “Merger
Agreement”). Pursuant to the terms of the Merger Agreement,
Merger Subsidiary merged with and into Dolphin Films (the
“Merger”) with Dolphin Films surviving the Merger as a
wholly-owned subsidiary of the Issuer. At the effective
time of the Merger, each share of Dolphin Filmsí common stock,
par value $1.00 per share, issued and outstanding, was converted
into the right to receive the consideration for the Merger (the
“Merger Consideration”). The Issuer issued 2,300,000
shares of Series B Convertible Preferred Stock, par value $0.10 per
share (the “Series B Convertible Preferred Stock”), and
1,000,000 shares of Series C Convertible Preferred Stock, par value
$0.001 per share (the “Series C Convertible Preferred
Stock”) to Dolphin Entertainment as the Merger
Consideration.
Each
share of Series B Convertible Preferred Stock was exercisable into
0.95 shares of Common Stock. On November 15, 2016, Dolphin
Entertainment converted 2,300,000 shares of Series B Convertible
Preferred Stock into 2,185,000 shares of Common Stock
Each
share of Series C Convertible Preferred Stock is exercisable into
.05 shares of Common Stock. Until the fifth anniversary of the date
of the issuance, the Series C Convertible Preferred Stock has
certain anti-dilution protections. Specifically, the
number of Common Stock into which the Series C Convertible
Preferred Stock will be converted (the “Conversion
Number”) will be adjusted for each future issuance of Common
Stock (but not upon issuance of Common Stock equivalents) (i) upon
the conversion or exercise of any instrument currently or hereafter
issued (but not upon the conversion of the Series C Convertible
Preferred Stock), (ii) upon the exchange of debt for shares of
Common Stock, or (iii) in a private placement, such that the total
number of shares of Common Stock held by an “Eligible Class C
Preferred Stock Holder” (based on the number of shares of
Common Stock held as of the date of issuance) will be preserved at
the same percentage of shares of Common Stock outstanding currently
held by such Eligible Class
C Preferred Stock Holder. An Eligible Class C Preferred
Stock Holder means any of (i) Dolphin Entertainment, Inc., for so
long as Mr. O'Dowd continues to beneficially own at least 90% and
serves on the board of directors or other governing entity, (ii)
any other entity in which Mr. O'Dowd beneficially owns more than
90%, or a trust for the benefit of others, for which Mr. O'Dowd
serves as trustee and (iii) Mr. O'Dowd
individually. Series C Convertible Preferred Stock will
only be convertible by the holder upon the Issuer satisfying
certain conversion thresholds. The Series C Convertible
Preferred Stock is entitled to super voting rights of three votes
for each share of Common Stock into which such holdersí shares
of Series C Convertible Preferred Stock could then be
converted. The holders of Series C Convertible Preferred
Stock and of Common Stock will vote together as a single class on
all matters upon which the Common Stock is entitled to vote, except
as otherwise required by law.
|
CUSIP No. 25688M
20 6 |
|
Item 5. |
Interest in Securities of the Issuer. |
Item 5
is hereby amended and replaced by the following:
| (a) | -
(b) |
William O'Dowd
Mr.
O'Dowd beneficially owns 3,251,686 shares of Common Stock, or 22.6%
of the Common Stock of the Issuer based upon 14,395,521 shares of
Common Stock outstanding as of February 14, 2017. This
percentage does not reflect the three for one voting power of the
Series C Convertible Preferred Stock described above. Mr. O'Dowd
directly owns 953,900 shares of Common Stock. In addition, (i) as
the sole shareholder of Dolphin Entertainment he is deemed to
beneficially own 1,055,682 sharesof Common Stock beneficially owned
by Dolphin Entertainment and (ii) as the sole member of DDM
Holdings, he is deemed to beneficially own 1,242,104 shares of
Common Stock beneficially owned by DDM Holdings.
Mr. O'Dowd
has sole voting and sole dispositive power with respect to
3,251,686 shares of Common Stock, and shares voting and shared
dispositive power with respect to 0 shares of Common Stock, he
beneficially owns.
Dolphin Entertainment, Inc.
Dolphin
Entertainment has beneficial ownership of 1,055,682 shares of
Common Stock, or 7.3% of the Common Stock of the Issuer. Dolphin
Entertainment has sole voting and sole dispositive power with
respect to all the shares of Common Stock and shared voting and
shared dispositive power with respect to 0 shares of Common Stock
it beneficially owns.
Dolphin Digital Media Holdings, LLC.
DDM
Holdings has beneficial ownership of 1,242,104 shares of Common
Stock, or 8.6% of the Common Stock of the Issuer. DDM
Holdings has sole voting and sole dispositive power with respect to
all the shares of Common Stock and shared voting and shared
dispositive power with respect to 0 shares of Common Stock it
beneficially owns.
|
CUSIP No. 25688M
20 6 |
(c) The
following lists each of the transactions made by the applicable
Reporting Person with respect to the Common Stock during the past
60 days.
(i)
All purchases
listed below were effected in ordinary open market
transactions.
|
Name of Reporting Person | |
Trade Date | |
Number of Shares Purchased | |
Price Per Share ($) | |
| William
O'Dowd | | 12/08/2016 | | 633 | | 6.00 | |
| William
O'Dowd | | 12/12/2016 | | 165 | | 5.99 | |
| William
O'Dowd | | 12/14/2016 | | 433 | | 6.15 | |
| William
O'Dowd | | 12/15/2016 | | 167 | | 6.10 | |
| William
O'Dowd | | 12/16/2016 | | 500 | | 6.20 | |
| William
O'Dowd | | 12/19/2016 | | 400 | | 6.45 | |
| William
O'Dowd | | 12/20/2016 | | 250 | | 6.45 | |
| William
O'Dowd | | 12/21/2016 | | 100 | | 6.35 | |
| William
O'Dowd | | 12/23/2016 | | 400 | | 6.75 | |
(ii)
On November 15,
2016, Dolphin Entertainment converted 2,300,000 shares of Series B
Convertible Preferred Stock into 2,185,000 shares of Common
Stock.
(iii)
On December 29,
2016, Dolphin
Entertainment effected the following transactions:
1.
sold 1,050,000
shares of the Issuer’s Common Stock at a price of $5.00 per
share in exchange for (i) all of the purchaser’s rights to
profit distributions from Dolphin Entertainment, Inc. arising under
equity finance agreements dated March 14, 2011 and June 29, 2011
pursuant to which the purchaser previously invested in Dolphin
Entertainment and (ii) the purchaser’s remaining 50%
membership interests in several of Dolphin Entertainment’s
subsidiaries.
2.
entered into a debt
exchange agreement pursuant to which it exchanged $1,500,000 of
outstanding debt at a price of $5.00 per share, for 300,000 shares
of the Issuer’s Common Stock.
(iv)
On December 30,
2016, Dolphin
Entertainment effected the following transactions:
1.
entered into a debt
exchange agreement pursuant to which it exchanged $350,000 of
outstanding debt at a price of $5.00 per share, for 70,000 shares
of the Issuer’s Common Stock.
2.
entered
into a debt exchange agreement pursuant to which it exchanged
$1,000,000 of outstanding debt at a price of $5.00 per share, for
200,000 shares of the Issuer’s Common Stock.
4.
entered into a debt
exchange agreement pursuant to which it exchanged $50,000 of
outstanding debt of a subsidiary at a price of $5.00 per share, for
10,000 shares of the Issuer’s Common Stock.
5.
entered into a debt
exchange agreement pursuant to which it exchanged $310,000 of
outstanding debt of a subsidiary at a price of $5.00 per share, for
62,000 shares of the Issuer’s Common Stock.
(d) To
the knowledge of the Reporting Persons, only the Reporting Persons
have the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Common Stock of
the Issuer reported by this Statement.
(e) Inapplicable.
|
CUSIP No. 25688M
20 6 |
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer. |
The
information set forth in Items 3 and 4 of this Statement is
incorporated herein by reference.
|
Item 7. |
Materials to be Filed as Exhibits. |
| |
Exhibit A | - | Joint
Filing Agreement among the Reporting Persons, dated February 14,
2017. |
| |
Exhibit B | - | Amended
Articles of Incorporation of the Issuer (incorporated by reference
to Exhibit 3.1(a) to Quarterly Report on Form 10-Q filed with the
SEC on May 23, 2016), which contains the terms of the Series C
Convertible Preferred Stock. |
| |
Exhibit C | - | Agreement
and Plan of Merger, dated as of October 14, 2015, by and among
Dolphin Digital Media, Inc., DDM Merger Sub, Inc. Dolphin Films,
Inc. and Dolphin Entertainment, Inc. (incorporated by reference to
Exhibit 2.2 of Dolphin Digital Media, Inc.ís Current Report on
Form 8-K filed with the SEC on October 19, 2015). |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| | | |
| | | |
| Dated: February
14, 2017 | /s/ William
O'Dowd | |
| | William
O'Dowd | |
| | | |
| | | |
| |
DOLPHIN ENTERTAINMENT, INC. | |
| | | |
| | /s/
William O'Dowd | |
| | Name:
William O'Dowd | |
| | Title:
President | |
| | | |
| | | |
| |
DOLPHIN DIGITAL MEDIA HOLDINGS, LLC. | |
| | | |
| | /s/
William O'Dowd | |
| | Name:
William O'Dowd | |
| | Title:
President | |
EXHIBIT A
SCHEDULE 13D/A JOINT FILING AGREEMENT
In
accordance with the requirements of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, and subject to the
limitations set forth therein, the parties set forth below agree to
jointly file the Schedule 13D/A to which this Joint Filing
Agreement is attached, and have duly executed this Joint Filing
Agreement as of the date set forth below.
| | | |
| | | |
| Dated:
February 14, 2017 | /s/
William O'Dowd | |
| | William
O'Dowd | |
| | | |
| | | |
| |
DOLPHIN ENTERTAINMENT, INC. | |
| | | |
| | /s/
William O'Dowd | |
| | Name:
William O'Dowd | |
| | Title:
President | |
| | | |
| | | |
| |
DOLPHIN DIGITAL MEDIA HOLDINGS, LLC. | |
| | | |
| | /s/
William O'Dowd | |
| | Name:
William O'Dowd | |
| | Title:
President | |