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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 | ||||||||
| Convertible Promissory Note | $ 0.05 | 09/29/2008 | 09/29/2008 | J(3)(4) | 1,700,000 | (5) | (5) | Common Stock | 34,000,000 | $ 0.05 | $ 0 | D | |||
| Convertible Promissory Note | $ 0.01 | 09/29/2008 | 09/29/2008 | J(3)(4) | 850,000 | (5) | (5) | Common Stock | 85,000,000 | $ 0.01 | $ 850,000 | I | By Registry Management | ||
| Convertible Promissory Note | $ 0.05 | 09/29/2008 | 09/29/2008 | J(3)(4) | 1,700,000 | (5) | (5) | Common Stock | 34,000,000 | $ 0.05 | $ 1,700,000 | I | By Registry Management | ||
| Convertible Promissory Note | $ 0.05 | 09/29/2008 | 09/29/2008 | J(3)(4) | 1,700,000 | (5) | (5) | Common Stock | 34,000,000 | $ 0.05 | $ 1,700,000 | I | By Registry Management | ||
| Convertible Promissory Note | $ 0.01 | 09/29/2008 | 09/29/2008 | J(6) | 850,000 | (5) | (5) | Common Stock | 85,000,000 | $ 0.01 | $ 0 | I | By Registry Management | ||
| Convertible Promissory Note | $ 0.05 | 09/29/2008 | 09/29/2008 | J(6) | 1,700,000 | (5) | (5) | Common Stock | 34,000,000 | $ 0.05 | $ 0 | I | By Registry Management | ||
| Convertible Promissory Note | $ 0.05 | 09/29/2008 | 09/29/2008 | J(6) | 1,700,000 | (5) | (5) | Common Stock | 34,000,000 | $ 0.05 | $ 0 | I | By Registry Management | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| E&C Capital Partners II, LLLP 110 E. BROWARD BOULEVARD, 14TH FLOOR FORT LAUDERDALE, FL 33301 |
X | |||
| /s/ Edward A. Cespedes | 10/01/2008 | |
| **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 6,000,000 shares held directly by the Reporting Person and 229,000,000 shares held by The Registry Management Company, LLC ("Registry Management"), a company of which the Reporting Person is a controlling investor. |
| (2) | Registry Management acquired 229,000,000 shares of common stock of theglobe.com, inc. (the "Issuer") and the business and substantially all of the assets of Tralliance Corporation, a subsidiary of the Issuer, for consideration consisting of (i) the surrender to the Issuer of convertible promissory notes issued by the Issuer in the aggregate principal amount of $4,250,000, together with all accrued and unpaid interest thereon ($1,256,548 in the aggregate), (ii) satisfaction of outstanding rent and miscellaneous fees due and unpaid to Registry Management through the date of closing ($837,722 in the aggregate), and (iii) an earn-out equal to 10% of Registry Management's "net revenue" (as defined) derived from names registered by Registry Management through May 5, 2015 (collectively, the "Transaction"). |
| (3) | The Reporting Person contributed convertible promissory notes having an aggregate principal amount of $1,700,000 and accrued interest of $561,726 to Registry Management in exchange for which Registry Management issued 35,650 Class B Units to the Reporting Person. Registry Management also received capital contributions of (i) convertible promissory notes having an aggregate principal amount of $850,000 and accrued interest of $133,096 from Michael S. Egan, a controlling investor of the Reporting Person, in exchange for 15,496 Class B Units of Registry Management, and (ii) convertible promissory notes having an aggregate principal amount of $1,700,000 and accrued interest of $561,726 in exchange for 35,650 Class B Units of Registry Management from E&C Capital Partners LLLP ("E&C"), a partnership of which Mr. Egan is a controlling investor. (Continued to footnote 4) |
| (4) | (Continued from footnote 3) These transactions are reflected as a disposition of convertible promissory notes by the Reporting Person, and as acquisitions of convertible promissory notes by Registry Management. |
| (5) | The convertible promissory notes are demand notes, have no expiration date and may be converted at any time prior to payment. |
| (6) | Registry Management surrendered the convertible promissory notes received from the Reporting Person, Mr. Egan and E&Cto the Issuer as partial consideration in connection with the Transaction. |