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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 | ||||||||
| 6% Senior Secured Convertible Note | $ 0.035 | 03/16/2012 | J(3) | $ 465,000 | 03/16/2012 | 04/15/2015 | Common Stock | 13,285,715 | (3) | $ 465,000 | I | By W-Net Fund I, L.P. (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WEINER DAVID 12400 VENTURA BLVD., SUITE 327 STUDIO CITY, CA 91604 |
Former 10% Owner | |||
| /s/ David Weiner | 05/14/2012 | |
| **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) | On February 27, 2012, 20259 Ventura Blvd., a California Limited Partnership, cancelled 1,884,796 shares of common stock of Phototron Holdings, Inc. (the" Company"). |
| (2) | The reporting person is the manager of 20259 Ventura Affiliates, LLC, the general partner of 20259 Ventura Blvd., a California Limited Partnership, and in such capacity has voting and investment control over the securities, and therefore may be deemed a beneficial owner of these securities. The reporting person disclaims beneficial ownership of the securities held indirectly, except to the extent of his pecuniary interest therein. |
| (3) | On March 16, 2012, the Company issued W-Net Fund I, L.P. ("W-Net") a 6% Senior Secured Convertible Note (the "Note") in the original principal amount of $465,000 bearing interest at the rate of 6% per annum, due on April 15, 2015, in exchange for the cancellation and exchange of certain notes previously issued to W-Net by the Company. At any time after March 16, 2012, the Note may be converted into shares of common stock at a price of $0.035 per share, subject to certain anti-dilution protection. The number of shares set forth in Column 7 of Table II includes the 13,285,715 shares issuable upon the conversion of the principal amount of the Note. It does not include the variable amount of shares issuable upon conversion of the interest accrued on the Note. |
| (4) | The reporting person is the manager of W-Net Fund GPI, LLC, the general partner of W-Net, and in such capacity has voting and investment control over the securities, and therefore may be deemed a beneficial owner of these securities. The reporting person disclaims beneficial ownership of the securities held indirectly, except to the extent of his pecuniary interest therein. |