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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $ 11.5 | 11/01/2012(1) | 12/19/2012(1) | P | 12,500 | (3) | (3) | Common Stock | (2) | (2) | 12,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WRIGHT JOSEPH R JR C/O THE CHART GROUP L.P. 75 ROCKEFELLER PLAZA, 14TH FLOOR NEW YORK,, NY 10019 |
X | Chief Executive Officer |
/s/ Joseph R. Wright | 12/21/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Reported securities acquired pursuant to that certain Second Amended and Restated Unit Subscription Agreement dated as of November 1, 2012 by and among the reporting person and the Issuer. |
(2) | The reported securities are included within 12,500 Units purchased by the reporting person for $10.00 per Unit. Each Unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock.Such shares and warrants, respectively, are identical to the shares of Common Stock and warrants, respectively, included in the units sold in the Issuer's initial public offering ("IPO"), except for those differences set forth in the Issuer's IPO prospectus filed with the Commission on December 14, 2012. Such shares and warrants, respectively, are also subject to certain transfer restrictions. Such warrants may be exercised for cash or on a cashless basis, and are not subject to being called for redemption. |
(3) | Each warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Issuer's initial public offering or (ii) 30 days following the consummation of the Company's initial business combination (the "Business Combination"), and expiring on the fifth anniversary of the consummation of the Issuer's Business Combination. |