Statement of Changes in Beneficial Ownership (4)
31 Março 2020 - 4:21PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
*
S7 Finance B.V. |
2. Issuer Name and Ticker or Trading Symbol
MoneyOnMobile, Inc.
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MOMT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
TOWER A, LEVEL 12, STRAWINSKYLAAN 1209 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/27/2020 |
(Street)
AMSTERDAM, P7 1077 XX
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Common Stock Warrant (right to buy) | $0.0216 | 3/27/2020 | | J (1) | | | 34750000 | 6/18/2019 | 6/18/2025 | Common Stock | 34750000 | (1) | 0 | D (2) | |
Series H Convertible Preferred Stock | $0.00 | 3/27/2020 | | J (1) | | | 1666 | 6/18/2019 (3) | (4) | Common Stock | 833000 (5) | (1) | 0 | D (2) | |
Explanation of Responses: |
(1) | S7 Finance B.V., which, prior to the transaction necessitating the filing of this Form 4, was the record holder of the reported securities, sold all of the reported securities to two third parties in a privately negotiated transaction. The aggregate purchase price for the Warrants was $20,000 and the aggregate purchase price for the Series H Convertible Preferred Stock was $100. |
(2) | Prior to the transaction necessitating the filing of this Form 4, these securities were owned directly by S7 Finance B.V., which is a wholly owned subsidiary of JSC Siberia Airlines, which in turn is a wholly owned subsidiary of CJSC S7 Group. JSC Siberia Airlines and CJSC S7 Group are each indirect owners of the same reported securities to which S7 Finance B.V. is the direct owner. |
(3) | Until July 19, 2019, conversion of the Series H Convertible Preferred Stock, was subject to a beneficial ownership limitation precluding conversions that would result in the beneficial ownership of S7 Finance B.V. to exceed 4.99% of the Common Stock outstanding. |
(4) | The Series H Convertible Preferred Stock has no expiration date. The Series H Preferred Stock is subject to mandatory conversion based on the occurrence of a Triggering Event as described in the Certificate of Designation of Preferences, Rights and Limitations of the Series H Convertible Preferred Stock. |
(5) | The Series H Convertible Preferred Stock is convertible into Common Stock at a conversion rate equal to the quotient determined by dividing (i) the stated value ($3,000) of the shares of Series H Convertible Preferred Stock to be converted and (ii) $6.00 (subject to adjustment). |
Remarks: This Form 4 is a joint filing by S7 Finance B.V., JSC Siberia Airlines, the sole shareholder of S7 Finance B.V. and CJSC S7 Group, the sole shareholder of JSCSiberia Airlines. Powers of Attorney were filed as Exhibits 24.1, 24.2 and 24.3 to the Form 3 filed with the SEC on August 12, 2019 by the reporting persons. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
S7 Finance B.V. TOWER A, LEVEL 12 STRAWINSKYLAAN 1209 AMSTERDAM, P7 1077 XX |
| X |
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JSC Siberia Airlines MOZZHERINA PROSPECT BUILDING 10, OFFICE 201 TOWN OF OB, 1Z 633104 |
| X |
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CJSC S7 Group ROOM 1, AREA XVII, FLOOR 2 7 PETROVKA STREET MOSCOW, 1Z 107031 |
| X |
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Signatures
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/s/ Dirk Slob for S7 Finance B.V. | | 3/30/2020 |
**Signature of Reporting Person | Date |
/s/ Dirk Slob for JSC Siberia Airlines | | 3/30/2020 |
**Signature of Reporting Person | Date |
/s/ Dirk Slob for CJSC S7 Group | | 3/30/2020 |
**Signature of Reporting Person | Date |
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