| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FriendFinder Networks Inc. [ FFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/02/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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, par value $0.001 per share | 04/02/2013 | A | 62,500 | A | $0(1) | 5,521,858(3) | I | See footnote(2) | ||
| Common Stock, par value $0.001 per share | 28,747(3) | D | ||||||||
| Restricted Stock | 2,500(4) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Options | $1.13 | (5) | 04/23/2022 | Common Stock | 8,334 | 8,334 | D | ||||||||
| Stock Options | $10 | (6) | 07/06/2018 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Explanation of Responses: |
| 1. These shares of common stock were granted by FriendFinder Networks Inc. (the "Company") to the reporting person under the 2012 Stock Incentive Plan pursuant to the terms of the reporting person's Consulting Agreement, dated as of October 5, 2012 (the "Consulting Agreement"). These shares are held through Staton Family Investments, Ltd., of which the reporting person is a member and holds sole voting and dispositive power over the shares owned by Staton Family Investments, Ltd. |
| 2. Includes 3,682,893 shares held through Staton Family Investments, Ltd., of which the reporting person is a member and holds sole voting and dispositive power over the shares owned by Staton Family Investments, Ltd.; 1,688,970 shares held by Staton Family Perpetual Trust, of which the reporting person is trustee and holds sole voting and dispositive power over the shares owned by Staton Family Perpetual Trust for the benefit of the reporting person's minor children; and 149,995 shares held by Staton Media LLC, of which the reporting person is a member and manager and holds sole voting and dispositive power over the shares owned by Staton Media LLC. |
| 3. Previous grants of 187,500 shares of common stock to the reporting person under the 2012 Stock Incentive Plan have been inadvertently reported as issued directly to the reporting person, rather than indirectly issued to Staton Family Investments, Ltd. The amounts owned by the reporting person directly and indirectly are now accurately reflected, including the grants of 250,000 shares of common stock held through Staton Family Investments, Ltd. |
| 4. This grant of restricted stock vests on the third anniversary of the grant date (May 16, 2012). |
| 5. This grant of stock options vests 20% on the first anniversary of the date of grant (April 24, 2012) and 20% thereafter on each annual anniversary of the date of grant until fully vested. |
| 6. This grant of stock options vests 20% on the first anniversary of the date of grant (July 7, 2008) and 20% thereafter on each annual anniversary of the date of grant until fully vested. |
| /s/ Daniel C. Staton | 04/03/2013 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||