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Ownership Document
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| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 12/20/12 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1015789 |
| Issuer Name: PROELITE, INC. |
| Issuer Trading Symbol: PELE |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 905536 |
| | Owner Name: BLECH ISAAC |
| Reporting Owner Address: |
| | Owner Street 1: 75 ROCKEFELLER PLAZA, 29TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Option (Right to Purchase) |
| | Conversion or Exercise Price: |
| | | Value: 0.05 |
| | Transaction Date: |
| | | Value: 12/20/12 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 41,392,000 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 9/10/12 |
| | Expiration Date: |
| | | Value: 1/25/17 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 41,392,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 413,920,000 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Owner Signature: |
| Signature Name: /s/ Ori Solomon, as Attorney-in-Fact for Isaac Blech |
| Signature Date: 12/20/12 |
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