SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Sumichrast Martin A.

(Last) (First) (Middle)
C/O 4521 SHARON ROAD
SUITE 450

(Street)
CHARLOTTE NC 28211

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2013
3. Issuer Name and Ticker or Trading Symbol
SOCIAL REALITY, Inc. [ SCRI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock 450,000 I By Siskey Capital, LLC (1) (2)
Class A common stock 1,410,000 I By Carolina Preferred Technology Investments, LLC (1) (2)
Class A common stock 1,000,000 I By Siskey Capital Opportunity Fund II, LLC (1) (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series 1 preferred stock 10/24/2013 (5) Class A common stock 350,000 (5) I By Siskey Capital, LLC (1) (2) (3)
Convertible promissory note 10/30/2014 01/28/2015 Class A common stock 225,000 0.5 I By Siskey Capital, LLC (1) (2)
Common stock purchase warrant 10/30/2014 12/31/2016 Class A common stock 225,000 1 I By Siskey Capital, LLC (1) (2)
Convertible promissory note 10/30/2014 01/28/2015 Class A common stock 150,000 0.5 I By Siskey Capital Opportunity Fund, LLC (1) (2)
Common stock purchase warrant 10/30/2014 12/31/2016 Class A common stock 150,000 1 I By Siskey Capital Opportunity Fund, LLC (1) (2)
Convertible promissory note 10/30/2014 01/28/2015 Class A common stock 225,000 0.5 I By Siskey Capital Opportunity Fund II, LLC (1) (2)
Common stock purchase warrant 10/30/2014 12/31/2016 Class A common stock 225,000 1 I By Siskey Capital Opportunity Fund II, LLC (1) (2)
Common stock purchase warrant 10/08/2013 10/08/2016 Class A common stock 378,000 1 I By Carolina Preferred Technology Investments, LLC (1) (2) (4)
Common stock purchase warrant 10/24/2013 10/24/2016 Class A common stock 355,000 1 I By Carolina Preferred Technology Investments, LLC (1) (2) (4)
Common stock purchase warrant 10/30/2013 10/30/2017 Class A common stock 500,000 1.5 I By Siskey Capital Opportunity Fund II, LLC (1) (2) (4)
Explanation of Responses:
1. This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as Exhibit 99 hereto (the "Reporting Persons"). For purposes of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
2. Mr. Sumichrast in his position at Siskey Capital, LLC has shared right to direct the vote and disposition of securities owned by Siskey Capital, LLC. SCAP Management Group, LLC is the managing member of Carolina Preferred Technology Investments, LLC. Siskey Capital Opportunity Fund, LLC and Siskey Capital Opportunity Fund II, LLC. Mr. Sumichrast in his position at SCAP Management Group, LLC has shared right to direct the vote and disposition of securities owned by each of Carolina Preferred Technology Investments, LLC, Siskey Capital Opportunity Fund, LLC and Siskey Capital Opportunity Fund II, LLC.
3. The ability of Siskey Capital, LLC to enter into a disposition of either the shares of Series 1 preferred stock or the shares of Class A common stock issued upon a conversion of shares of Series 1 preferred stock is limited to an amount which is pari passu to any disposition of Class A common stock by either Mr. Miglino and/or Ms. DeRuggiero, executive officers and directors of Social Reality, Inc.
4. Under the terms of the warrants, the holder may not exercise the warrants to the extent such exercise would cause the holder, together with its affiliates, to beneficially own a number of shares of Class A common stock which would exceed 4.99% of Social Reality, Inc.'s then outstanding shares of Class A common stock following such exercise. This limitation may be increased to 9.99% at the holder's option upon 61 days notice to Social Reality, Inc.
5. None.
/s/ Martin A. Sumichrast 11/18/2014
** 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 5 (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.
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