SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On December 14, 2011, Snap Interactive, Inc. (the “Company”) issued 4,250,000 restricted shares of its common stock, par value $0.001 per share, to Clifford Lerner, the Company’s President and Chief Executive Officer. The award of restricted shares of common stock is intended to replace Mr. Lerner’s option to purchase 4,500,000 shares of the Company’s common stock at an exercise price of $0.13 per share, which Mr. Lerner has informed the Company he does not intend to exercise prior to its expiration on January 1, 2012.
The restricted shares of common stock were issued under a restricted stock award agreement that was executed on December 16, 2011. The restricted shares of common stock are currently voteable by Mr. Lerner and vest upon the earlier of (i) the tenth anniversary of the date of grant or (ii) a “change in control” of the Company, provided that Mr. Lerner is still providing services to the Company or its subsidiaries on the applicable vesting date.
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 3.02 is hereby incorporated by reference into this Item 5.02.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.