SEE REVERSE FOR CERTAIN DEFINITIONS

EX-4.1 3 fntx-20160322ex41f7e2c58.htm Exh_41

Exhibit 4.1

 

 

 

 

Number 
U-______

Units

_____

 

 

SEE REVERSE FOR
CERTAIN DEFINITIONS

 

 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP _________

 

Fantex Sports Portfolio 1 Units Consisting of 0.047 shares of Fantex Series Vernon Davis Convertible Tracking Stock,
0.127 shares of Fantex Series EJ Manuel Convertible Tracking Stock,
0.040 shares of Fantex Series Mohamed Sanu Convertible Tracking Stock,
0.277 shares of Fantex Series Alshon Jeffery Convertible Tracking Stock,
0.117 shares of Fantex Series Michael Brockers Convertible Tracking Stock,
0.089 shares of Fantex Series Jack Mewhort Convertible Tracking Stock, and
0.683 shares of Fantex Series Professional Sports Convertible Tracking Stock

THIS CERTIFIES THAT

 

IS THE OWNER OF ______ (_____) Units

 

Each Unit (“Unit”) consists of 0.047 shares of Fantex Series Vernon Davis Convertible Tracking Stock (“Fantex Series Vernon Davis”), 0.127 shares of Fantex Series EJ Manuel Convertible Tracking Stock (“Fantex Series EJ Manuel”), 0.040 shares of Fantex Series Mohamed Sanu Convertible Tracking Stock (“Fantex Series Mohamed Sanu”), 0.277 shares of Fantex Series Alshon Jeffery Convertible Tracking Stock (“Fantex Series Alshon Jeffery”), 0.117 shares of Fantex Series Michael Brockers Convertible Tracking Stock (“Fantex Series Michael Brockers”), 0.089 shares of Fantex Series Jack Mewhort Convertible Tracking Stock (“Fantex Series Jack Mewhort”) and 0.683 shares of Fantex Series Professional Sports Convertible Tracking Stock (“Fantex Series Professional Sports” and together with Fantex Series Vernon Davis, Fantex Series EJ Manuel, Fantex Series Mohamed Sanu, Fantex Series Michael Brockers and Fantex Series Jack Mewhort, the “Tracking Stocks”) of Fantex, Inc. (the “Corporation”).  The Tracking Stocks comprising the Unit(s) represented by this certificate are not transferable separately.  The rights of the holders of Tracking Stocks are set forth in Certificates of Designations for each respective Tracking Stock, in the Corporation’s Amended and Restated Certificate of Incorporation and in the prospectus relating to the Corporation’s initial public offering of the Units. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

    

 

IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by its duly authorized officers.

Dated:  _____

 

 

 

 

 

 

Chief Legal Officer and Secretary

 

President

 

 

 

 

 

 

THIS CERTIFICATE IS ALSO SUBJECT TO THE TERMS OF THE UNIT AGREEMENT BETWEEN THE CORPORATION AND THE TRANSFER AGENT AND REGISTRAR, DATED AS OF [MARCH __], 2016, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “UNIT AGREEMENT”), AND TO THE CERTIFICATES OF DESIGNATIONS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE WITH RESPECT TO EACH OF THE TRACKING STOCKS INCLUDED IN THE UNIT (THE “CERTIFICATES OF DESIGNATIONS”), INCLUDING THE CERTIFICATE OF DESIGNATIONS FOR FANTEX SERIES PROFESSIONAL SPORTS (THE “FSPS CERTIFICATE OF DESIGNATIONS”). THE TERMS OF THE UNIT AGREEMENT AND OF THE CERTIFICATES OF DESIGNATIONS (INCLUDING THE FSPS CERTIFICATE OF DESIGNATIONS) ARE INCORPORATED BY REFERENCE HEREIN. AS SET FORTH  IN THE FSPS CERTIFICATE OF DESIGNATIONS, THE CORPORATION IS ENTITLED TO RESTRICT THE TRANSFER OF THE UNIT(S) REPRESENTED BY THIS CERTIFICATE, TO REDEEM IN CASH ALL OF THE SHARES OF TRACKING STOCKS INCLUDED IN THE UNIT(S) REPRESENTED BY THIS CERTIFICATE, AND TO IMPOSE OTHER RESTRICTIONS ON THE OWNERSHIP OF THE UNIT(S) AND THE TRACKING STOCKS INCLUDED IN THE UNIT(S) UNDER CERTAIN CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, IN THE EVENT THAT A PERSON WHO IS A DISQUALIFIED PERSON (AS DEFINED IN THE FSPS CERTIFICATE OF DESIGNATIONS) IS THE HOLDER OF SUCH UNIT(S), OR OTHER OWNER OR PROPOSED TRANSFEREE (EACH AS DEFINED IN THE FSPS CERTIFICATE OF DESIGNATIONS) OF SUCH UNIT(S).

 

The Corporation will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

 

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

 

 

 

 

TEN COM – as tenants in common

UTMA  – (Cust)  Custodian   (Minor) 

 

TEN ENT – as tenants by entireties

under Uniform Transfers to Minors Act  (State)

 

JT TEN – as joint tenants with right of survivorship and not as tenants

in common

 

 

Additional abbreviations may also be used though not in the above list.

 

 

 

 

 

 

 

     FOR VALUE RECEIVED,                                                                               hereby sell, assign and transfer unto

 

 

 

PLEASE INSERT SOCIAL SECURITY OR OTHER

INDENTIFYING NUMBER OF ASSIGNEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 

 

 

 

 

 

 

 

 

                                                                                                                                                                                                                Units represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

 

 

 

                                                                                                                                                                                                          Attorney to transfer the said Units on the books of the within-named Corporation with full power of substitution in the premises.

 

 

 

Dated  _____________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTICE

THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

 

 

 

 

 

 

 

 

 

 

 

Signature Guaranteed

 

 

 

 

 

 

 

 

 

 

 

ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED.  GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.