SEC Info - Blech Isaac - ‘4’ for 12/20/12 re: Proelite, Inc.

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^*

BLECH ISAAC

(Last)

(First)

(Middle)

75 ROCKEFELLER PLAZA, 29TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROELITE, INC. [ PELE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/12

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Purchase)	$0.05	12/20/12		A		41,392,000 ⁽¹⁾ ⁽²⁾		9/10/12	1/25/17	Common Stock	41,392,000	$0	413,920,000 ⁽¹⁾ ⁽²⁾	D

Explanation of Responses:

(1) On January 25, 2012, Stratus Media Group, Inc. ("SMGI") granted the option to purchase shares of Common Stock, par value $0.0001 per share, of the Issuer (the "Option") to Mr. Blech in connection with the issuance of a promissory note (the "Note") to Mr. Blech. The Note is for an aggregate principal amount of $1,000,000, has an interest rate of 0.19% per annum and matured on May 24, 2012. The Option may be exercised by the holder thereof on a cashless basis. The Option contains a limitation on exercise which prohibits the holder thereof to exercise the Option to the extent that after giving effect to such exercise, the holder (together with his affiliates and any other persons acting in a group therewith) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the delivery of shares of Common Stock upon such exercise.

(2) The limitation on exercise may be waived by the holder of the Option on not less than 61 days prior notice to SMGI. On July 11, 2012, Mr. Blech notified SMGI of the waiver of such limitation on exercise, effective September 10, 2012. The initial number of shares of Common Stock underlying the Option was 82,784,000. Pursuant to the terms of the Option, if the amount due under the Note was not paid in full by maturity, the amount of shares underlying the Option increased by 41,392,000 shares of Common Stock, and will continue to increase by an additional 41,392,000 shares of Common Stock every 30 days until the entire amount due and owing under the Note is paid in full. On July 23, 2012, August 22, 2012, September 21, 2012, October 21, 2012, November 20, 2012 and December 20, 2012 the Note was not paid in full and the amount of shares underlying the Option automatically increased by 41,392,000 shares of Common Stock on each such date.

	/s/ Ori Solomon, as Attorney-in-Fact for Isaac Blech	12/20/12
	** 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.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Blech Isaac – ‘4’ for 12/20/12 re: Proelite, Inc.

On: Friday, 12/21/12, at 10:04am ET · For: 12/20/12 · As: 10% Owner · Accession #: 1144204-12-69132 · File #: 0-31573

Previous ‘4’: ‘4’ on / for 11/20/12 · Next: ‘4’ on 1/14/13 for 1/2/13 · Latest: ‘4’ on 5/29/19 for 5/7/19

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Blech Isaac – ‘4’ for 12/20/12 re: Proelite, Inc.

On: Friday, 12/21/12, at 10:04am ET · For: 12/20/12 · As: 10% Owner · Accession #: 1144204-12-69132 · File #: 0-31573

Previous ‘4’: ‘4’ on / for 11/20/12 · Next: ‘4’ on 1/14/13 for 1/2/13 · Latest: ‘4’ on 5/29/19 for 5/7/19

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents