SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES 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 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Osmium Partners, LLC

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SPARK NETWORKS INC [ LOV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/02/2017 D 127,492 D (1) 0 I By John H. Lewis directly(2)
Common Stock 11/02/2017 M 13,693 A (3) 13,693 I By John H. Lewis directly(2)
Common Stock 11/02/2017 D 13,693 D (1) 0 I By John H. Lewis directly(2)
Common Stock 11/02/2017 D 1,994,226 D (1) 0 I By Osmium Capital, LP(2)
Common Stock 11/02/2017 D 1,197,699 D (1) 0 I By Osmium Capital II, LP(2)
Common Stock 11/02/2017 D 507,144 D (1) 0 I By Osmium Spartan, LP(2)
Common Stock 11/02/2017 D 402,089 D (1) 0 I By Osmium Diamond, LP(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (3) 11/02/2017 M 13,693 (3) (3) Common Stock 13,693 $0.00 0 I By John H. Lewis directly(2)
Stock Option (right to buy) $1 11/02/2017 D 24,000 (4) 03/21/2024 Common Stock 24,000 (4) 0 I By John H. Lewis directly(2)
Stock Option (right to buy) $5.37 11/02/2017 D 50,000 (5) 07/07/2021 Common Stock 50,000 (5) 0 I By John H. Lewis directly(2)
1. Name and Address of Reporting Person*
Osmium Partners, LLC

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lewis John Hartnett

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OSMIUM CAPITAL LP

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Osmium Capital II, LP

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OSMIUM SPARTAN L P

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Osmium Diamond, LP

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 2, 2017, by and among the Issuer, Affinitas GmbH, Spark Networks SE (f/k/a Blitz 17-655 SE) ("New Spark"), and Chardonnay Merger Sub, Inc., a wholly-owned subsidiary of New Spark (the "Merger Agreement"), in exchange for 0.1 American depositary shares of New Spark ("New Spark ADSs") per each share, with each New Spark ADS representing 0.1 ordinary shares of New Spark (the "Merger Consideration").
2. The general partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP is Osmium Partners, LLC. John H. Lewis is the controlling member of Osmium Partners, LLC, and Mr. Lewis may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP. Mr. Lewis disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Lewis is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
3. Pursuant to the Merger Agreement, unvested restricted stock units ("RSUs") were converted to the issuer's common stock immediately prior to the effective time of the merger and exchanged for New Spark ADSs upon effectiveness of the merger.
4. The stock option was granted on March 21, 2017 for 24,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 24,000 multiplied by 0.1, with an exercise price per share (rounded up to the nearest whole cent) equal to the per share exercise price specified in such stock option divided by 0.1.
5. The stock option was granted on July 7, 2014 for 50,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 50,000 multiplied by 0.1, with an exercise price per share (rounded up to the nearest whole cent) equal to the per share exercise price specified in such stock option, divided by 0.1.
Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director by deputization due to Mr. Lewis serving as a member of the board of directors of the Issuer.
/s/ John H. Lewis, individually, and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP 11/06/2017
** Signature of Reporting Person Date
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