Filing Details

Accession Number:
0001567619-18-007628
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-12-10 16:43:34
Reporting Period:
2018-12-06
Accepted Time:
2018-12-10 16:43:34
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1271075 Usell.com Inc. USEL Services-Personal Services (7200) 980412432
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1644342 Piton Capital Partners Llc C/O Kokino Llc
201 Tresser Boulevard, 3Rd Floor
Stamford CT 06901
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2018-12-06 1,123,829 $0.20 5,982,666 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Stock Options (Right to Buy) $1.00 2016-12-20 2021-12-20 500,000 500,000 Direct
Common Stock Convertible Promissory Note $0.30 2018-11-20 2022-11-20 6,000,000 6,500,000 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
2021-12-20 500,000 500,000 Direct
2022-11-20 6,000,000 6,500,000 Direct
Footnotes
  1. Piton Capital Partners LLC, a Delaware limited liability company ("Piton") and family client of Kokino LLC ("Kokino"), also reports beneficial ownership of the Issuer's common stock pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended, pursuant to a Schedule 13D filed jointly by Cornice Fiduciary Management LLC, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler (the "Trust"), M3C Holdings LLC ("M3C"), Robert Averick and Piton, with the SEC on December 30, 2016 (as amended on June 2, 2017, November 22, 2017, October 26, 2018, November 27, 2018 and December 10, 2018, the "Schedule 13D").
  2. Represents shares of the Issuer's common stock ("Shares") beneficially owned by Piton. The Trust, M3C and Mr. Averick are members of Piton. Piton's managing member is Piton Capital Management LLC ("PCM"). PCM's managing member is Kokino, and Kokino is Piton's trading manager. Mr. Averick manages the Trust's, M3C's and Piton's investments in the Issuer as Kokino's Portfolio Manager. Mr. Averick holds an economic interest in Piton (which interest may be held directly and, from time to time, indirectly through PCM). Also, Mr. Averick's incentive compensation as an employee of Kokino, which is calculated in Kokino's discretion, may be based, among other things, on the performance of Shares held by the Trust, M3C and Piton. Such compensation may be paid in cash and/or by way of increasing Mr. Averick's interest in Piton (either directly or indirectly through PCM).
  3. Represents the aggregate shares of common stock that Piton has the right to purchase from Scott Tepfer under stock options that are immediately exercisable by Piton (as described in the Schedule 13D). As described in the Schedule 13D, Scott Tepfer granted the options to Piton on December 20, 2016.
  4. This convertible promissory note (the "Note") bears interest at the rate of 5% per annum. Interest payments shall be paid quarterly by the Issuer. At the election of Piton, all or any part of the outstanding balance of the Note may be converted into the Issuer's common stock using an initial conversion price of $0.30 per share. The terms of the Note are described in greater detail in the Form 8-K filed by the Issuer with the SEC on November 21, 2018.
  5. In connection with purchasing the Note, Piton received the right to acquire 1,123,829 shares of common stock from Brian Tepfer for a purchase price of $0.20 per share. Piton acquired these shares from Brian Tepfer on December 6, 2018.