U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 19334,
Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f)
of the Investment Company Act of 1940
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FORM 4
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[ ] CHECK THIS BOX IF NO LONGER OMB APPROVAL
SUBJECT TO SECTION 16. FORM 4 OMB Number: 3235-0287
OF FORM 5 OBLIGATIONS MAY Expires: September 30, 1998
CONTINUE. SEE INSTRUCTION 1(B). Estimated average burden
hours per response ....0.5
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1. Name and Address of Reporting Person*
Maroley Media Group LLC
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(Last) (First) (Middle)
70 East 55th Street, 26th Floor
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(Street)
New York NY 10022
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(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Platinum Entertainment, Inc./PTET
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Statement of Month/Year
June 1988
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5. If Amendment, Date or Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner (7)
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Officer (give title below) Other (specify below)
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7. Individual or Join/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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Form filed by More than One Reporting Person
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Table 1 - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Transaction Date 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3) (Month/Day/Year) (Instr. 8) (Instr. 3, 4 and 5)
----------------- ---------------- ---------------- ------------------------------------------
Code V Amount (A) or (D) Price
---- --- ------ ---------- -----
<S> <C> <C> <C> <C> <C>
Common Stock 6/29/98 P 100,000 A $6.75
5. Amount of Securities Beneficially 6. Ownership Form: 7. Nature of Indirect
Owned at End of Month Direct (D) or Indirect (I) Beneficial Ownership
(Instr. 3 and 4) (Instr. 4) (Instr. 4)
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<S> <C> <C>
Common Stock 100,000 D
</TABLE>
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Reminder Report on a separate line for each class of securities beneficially
owned directly or indirectly
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
FORM 4 (CONTINUED)
TABLE II-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<TABLE>
<CAPTION>
2. Conversion or
1. Title of Derivative Exercise Price of 3. Transaction Date 4. Transaction Code
Security (Instr. 3) Derivative Security (Month/Day/Year) (Instr. 8)
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Code V
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<S> <C> <C> <C>
Series B Convertible (1) 12/12/97 A
Preferred Stock
Common Stock Purchase (4) 12/12/97 A
Warrant
5. Number of Derivative
Securities Acquired (A) 6. Date Exercisable and 7. Title and Amount of
or Disposed of (D) Expiration Date Underlying Securities 8. Price of Derivative
(Instr. 3, 4 and 5) (Month/Day/Year) (Instr. 3 and 4) Security (Instr. 5)
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Date Expiration Amount or
(A) (D) Exercisable Date Title Number of Shares
--- --- ----------- ---- ----- ----------------
<S> <C> <C> <C> <C> <C>
Series B Convertible (2) (3) (3) Common (2)
Preferred Stock Stock
Common Stock Purchase 1,800,000 (5) (5) Common 1,800,000
Warrant Stock
9. Number of Derivative 10. Ownership Form 11. Nature of Indirect
Securities Beneficially of Derivative Security: Beneficial Ownership
Owned at End of Month Direct (D) or Indirect (I) (Instr. 4)
(Instr. 4) (Instr. 4)
<S> <C> <C> <C>
Series B Convertible (2) I (6)
Preferred Stock
Common Stock Purchase 1,800,000 I (6)
Warrant
</TABLE>
Explanation of Responses:
See Exhibit I.
Maroley Media Group LLC
/s/ Andrew B. Lipsher July 24, 1998
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**Signature of Reporting Person (Date)
By: Andrew B. Lipsher
Title: Executive Vice President
** Intentional misstatements or omission of facts constitute Federal Criminal
Violations. See. 18 (U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB number.
Page 2
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Exhibit I.
Explanation of Responses:
(1) The Conversion Price is equal to the lesser of (i) $5.9375 per share of
Common Stock (the "Initial Preferred Stock Exercise Price") and (ii)
100% of the average of the daily closing price per share of Common Stock
for the 30 consecutive trading days following the public release by the
Issuer of its consolidated earnings statement for the 1998 fiscal year
(the "Thirty Day Period").
(2) The number of shares of Common Stock issuable upon conversion of a share
of the Series B Convertible Preferred Stock will be such number as is
equal to the quotient obtained by dividing the then applicable
redemption value of such share ($1,000 liquidation value per share plus
accrued and unpaid dividends) by the Conversion Price. This report
relates to 10,000 shares of Series B Convertible Preferred Stock.
(3) Shares of Series B Convertible Preferred Stock are convertible into
shares of Common Stock commencing on December 12, 1999, and at any time
thereafter.
(4) Common Stock underlying the Warrant may be purchased at a price (the
"Exercise Price") equal to the lesser of (i) $6.25 per share of Common
Stock (the "Initial Warrant Exercise Price") and (ii) 82.5% of the
average of the daily closing price per share of Common Stock for the
Thirty Day Period. Notwithstanding the foregoing, if at any time prior
to the expiration of the Thirty Day Period, no shares of Series B
Convertible Stock remain outstanding the Exercise Price will be the
Initial Warrant Exercise Price.
(5) The Common Stock Purchase Warrant (the "Warrant") is exercisable at any
time on or after December 12, 1997 until October 31, 2007.
(6) Owned by MAC Music LLC ("MAC"). The Reporting Person is a managing
member of MAC and, therefore, may be deemed to be the beneficial owner
of such securities. The Reporting Person disclaims beneficial ownership
of such securities, except to the extent of its pecuniary interest in
MAC.
(7) The Reporting Person disclaims beneficial ownership of any securities
owned by MAC, except as provided in Note 6 above.
