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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PAR INVESTMENT PARTNERS LP ONE INTERNATIONAL PLACE, SUITE 2401 BOSTON, MA 02110 |
X | X | ||
PAR CAPITAL MANAGEMENT INC ONE INTERNATIONAL PLACE, SUITE 2401 BOSTON, MA 02110 |
X | |||
PAR Group, L.P. ONE INTERNATIONAL PLACE, SUITE 2401 BOSTON, MA 02110 |
X |
PAR INVESTMENT PARTNERS, L.P., By: PAR Group, L.P., its General Partner By: PAR Capital Management, Inc., its General Partner, By: Name: Steven M. Smith, Title: Chief Operating Officer and General Counsel | 08/29/2014 | |
**Signature of Reporting Person | Date | |
PAR GROUP, L.P., By: PAR Capital Management, Inc., its General Partner, By: Name: Steven M. Smith, Title: Chief Operating Officer and General Counsel | 08/29/2014 | |
**Signature of Reporting Person | Date | |
PAR CAPITAL MANAGEMENT, INC., By: Name: Steven M. Smith, Title: Chief Operating Officer and General Counsel | 08/29/2014 | |
**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) | The shares of Common Stock were issued to PAR Investment Partners, L.P. ("PAR") as a result of a post-closing working capital adjustment in accordance with the Agreement and Plan of Merger and Reorganization, dated as of November 8, 2012, by and among the Issuer, EAGL Merger Sub Corp., Row 44, Inc. and PAR. |
(2) | Includes 985,026 shares of Common Stock that were previously released to PAR in accordance with the terms of the Escrow Agreement, dated as of January 31, 2013, by and among the Issuer, PAR, solely in its capacity as stockholders' agent, and American Stock Transfer & Trust Company LLC. |
(3) | PAR Capital Management, Inc. ("PCM"), as the general partner of PAR Group, L.P. ("PAR Group"), which is the general partner of PAR, has investment discretion and voting control over shares held by PAR. Each of PCM and PAR Group disclaims beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, if any, as a result of their direct or indirect ownership interests in PAR and a contingent right on the part of PAR Group to receive a performance-based incentive allocation from PAR. |
(4) | Edward L. Shapiro is a portfolio manager employed by PCM who serves as the representative of PAR on the Issuer's board of directors. |