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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant for the Purchase of Common Stock | $ 0.3535 (5) | 02/07/2011 | P | 969,697 (4) (5) | 02/07/2011 | 02/07/2014 | Common Stock | 969,697 (5) | (3) | 1,323,963 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Prides Capital Partners, LLC 200 STATE STREET 13TH FLOOR BOSTON, MA 02109 |
X | X | ||
Richardson Kevin A II 200 STATE STREET 13TH FLOOR BOSTON, MA 02109 |
X | X |
/s/ Prides Capital Partners, L.L.C. | 02/09/2011 | |
**Signature of Reporting Person | Date | |
/s/ Kevin A. Richardson, II | 02/09/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Includes 22,088,981 shares of Common Stock issued in connection with the Prides Debt Conversion as previously disclosed in the Schedule 13D/A Amendment No. 12 as filed by the Reporting Persons with the SEC on June 17, 2010. |
(2) | The shares of Common Stock reported herein as indirectly beneficially owned by Prides Capital Partners, L.L.C. are owned directly by Prides Capital Fund I, L.P. Because Prides Capital Partners, L.L.C. is the general partner of Prides Capital Fund I, L.P., Prides Capital Partners, L.L.C. may be deemed to be the beneficial owner of shares owned by such entity. Because Kevin A. Richardson, II is the controlling shareholder of Prides Capital Partners, L.L.C., he may be deemed to be the beneficial owner of shares deemed to be beneficially owned by such entity. Each of Prides Capital Partners, L.L.C., Prides Capital Fund I, L.P, and Kevin A. Richardson, II disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein. |
(3) | The shares of Common Stock were issued in connection with that certain Subscription Agreement dated February 7, 2011, between eDiets.com, Inc. and Kevin A. Richardson, II, pursuant to which Mr. Richardson agreed to purchase 1,939,394 shares of Common Stock as reported in Table I above, as well as a warrant (the "Warrant") to purchase the 969,697 shares of Common Stock reported in Table II. |
(4) | Owned directly by Kevin A. Richardson, II. |
(5) | The number of shares issuable upon the exercise of the Warrant and the exercise price per share are subject to adjustment pursuant to the terms of the Warrant. |
Remarks: Kevin A. Richardson, II has been deputized by Prides Capital Partners, L.L.C. to serve on the Issuer's board of directors, and therefore Prides Capital Partners, L.L.C. also is a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934. |