| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MachTen, Inc. [ MACT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/31/2023(1) | J(2) | 586,500(2) | A | $0 | 586,500(2) | D(3) | |||
| Common Stock | 07/31/2023(1) | J(2) | 226,350(2) | A | $0 | 226,350(2) | I | See Footnote(4) | ||
| Common Stock | 07/31/2023(1) | J(2) | 149,250(2) | A | $0 | 149,250(2) | I | See Footnote(5) | ||
| Common Stock | 07/31/2023(1) | J(2) | 602,757(2) | A | $0 | 602,757(2) | D(6) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. LICT Corporation ("LICT") expects to consummate the spin-off of 81% of the outstanding shares of common stock of MachTen, Inc. (the "Issuer") on August 14, 2023 (the "Distribution Date") by way of a pro rata distribution to the holders of record of its common stock (the "Distribution") as of 5:00 pm New York City time on July 31, 2023 (the "Record Date"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), LICT's distribution of the Issuer's common stock is deemed to occur on the Record Date. |
| 2. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation to be filed with the Secretary of the State of Delaware prior to the Distribution Date, the 100 outstanding shares of the Issuer's common stock currently held by LICT will be automatically reclassified into an aggregate of 3,172,407 shares of the Issuer's common stock (the "Reclassified Shares"). This reclassification will be exempt pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended. On the Distribution Date, LICT will distribute 81% of the Reclassified Shares, or 2,569,650 shares, to LICT's stockholders on the Record Date, and retain 19% of the Reclassified Shares, or 602,757 shares. |
| 3. Mario J. Gabelli owns shares of common stock of LICT directly as of the Record Date. As a result of the Distribution, Mr. Gabelli will obtain direct beneficial ownership over 586,500 shares of the Issuer's common stock on the Distribution Date. |
| 4. Mr. Gabelli may be deemed to beneficially own shares of common stock of LICT owned by GGCP, Inc. ("GGCP") via GGCP Holdings, LLC ("Holdings"). As a result of the Distribution, Mr. Gabelli will obtain indirect beneficial ownership over 226,350 shares of the Issuer's common stock that will be held by GGCP via Holdings on the Distribution Date. Mr. Gabelli may be deemed to have beneficial ownership of the shares to be held by Holdings on the basis of (i) his position as the Chief Executive Officer, a director and the controlling shareholder of GGCP, which is the manager and the majority member of Holdings, and (ii) a certain profit interest in Holdings. Mr. Gabelli disclaims beneficial ownership of the shares to be owned by Holdings except to the extent of his pecuniary interest therein. |
| 5. Mr. Gabelli may be deemed to beneficially own shares of common stock of LICT owned by Old Rock IV LLC (the "Trust"), a trust in which Mr. Gabelli has sole voting and dispositive power over the shares held therein. As a result of the Distribution, Mr. Gabelli will obtain indirect beneficial ownership over 149,250 shares of the Issuer's common stock that will be held by the Trust on the Distribution Date. Mr. Gabelli disclaims beneficial ownership of the shares to be owned by the Trust except to the extent of his pecuniary interest therein. |
| 6. Shares owned directly by LICT. Mr. Gabelli, GGCP, Holdings and the Trust may be deemed a "group" with LICT for purposes of Section 13D of the Exchange Act. |
| /s/ Douglas R. Jamieson, Attorney-in-fact for Mario J. Gabelli | 08/02/2023 | |
| /s/ Douglas R. Jamieson,, Attorney-in-Fact for LICT Corporation | 08/02/2023 | |
| /s/ Douglas R. Jamieson,, Attorney-in-Fact for GGCP, Inc. | 08/02/2023 | |
| /s/ Douglas R. Jamieson,, Attorney-in-Fact for GGCP Holdings, LLC | 08/02/2023 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions 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 is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||