ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
June 12, 2014, Timothy M. Roberts, the Registrant's principal shareholder, Chairman and Chief Executive Officer, consummated the sale of 1,683,000 shares of common stock, par value $0.001per share, and 56 shares of preferred stock, par value $0.001per share (the "Shares") to Digital Trending Investment Fund, LLC. The acquisition of the Shares, which represent approximately 39% ownership of the Registrant's common stock and 63% voting of the Registrant's shares of outstanding voting stock, resulted in a change of control of the Registrant. Security Ownership of Certain Beneficial Owners and Management Following the change in control, the following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of June 12, 2014by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person's spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 4,342,168 shares of Common Stock issued and outstanding.
Amount of beneficial Title of class Name and address of beneficial owner ownership Percent of class Common Stock Digital Trending Investment Fund, LLC (2) 1,683,000 38.8 % Series A Preferred Stock(1) 56 100 % Common Stock Sir Michael Marshall 705,612 16.3 % Common Stock Lou Rossi 175,666 4.0 % Common Stock Terrance Taylor 119,000 2.7 % Common Stock Edward Storm (3) 30,033 * Common Stock Timothy M. Roberts 426,894 9.8 % All Officers and Directors as a Group (3 persons) 324,699 7.5 %
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
* Less than one percent (1%).
(1) The Series A votes at the rate of fifty thousand votes per share.
(3) Includes 1,698 shares held by
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Louis R. Rossi. 44, Chairman, Chief Executive Officer. Mr. Rossiholds considerable tech industry experience as an engineer, executive and entrepreneur. Prior to being appointed as the Registrant's Chief Executive Officer, Mr. Rossiserved as the Chief Executive Officer of CCPrep.com from December 1997to November 2013when he negotiated the sale of the firm to Earthweb Incorporatedfor $3.25 million; subsequently, in 2003, Mr. Rossire-purchased CCPrep.com and, in 2013, sold CCPrep.com to Fastlane Training of the US.. Mr. Rossifounded Qoncert, LLCin November 2003for which he served as its Chief Executive Officer until November 2013. Mr. Rossireceived a BS in Physics from Florida State Universityin 1992. In connection with his employment, Mr. Rossientered into an employment agreement to serve as the Registrant's Chief Executive Officer for a period of thirty-six (36) months. Mr. Rossi'scompensation includes an annual salary of $260,000, which is effective only upon the Registrant raising gross proceeds of at least $5,000,000, 100,000 shares of common stock, and an additional 25,000 shares of common stock during each month of employment. The employment agreement contains customary terms and conditions for an agreement of its nature.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Number Description 10.1 Employment Agreement between
StationDigital Corporationand Louis R. Rossi*
* Incorporated by reference to the Registrant's Form 8-K filed on