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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 | ||||||||
Convertible Promissory Note | $ 0.5 | 12/20/2013 | C | 200,000 | 12/20/2013(1) | 12/20/2013 | Warrants (Right to Buy) | 200,000 | $ 0.5 (1) | 0 | I | By The A. Lorne Weil 2006 Irrevocable Trust - Family Investment Trust | |||
Warrants (Right to Buy) | $ 8 | 12/20/2013 | C | 200,000 | 12/20/2013 | 12/20/2016 | Ordinary Shares | 200,000 | $ 0.5 (1) | 3,450,000 | I | By The A. Lorne Weil 2006 Irrevocable Trust - Family Investment Trust | |||
Warrants (Right to Buy) | $ 8 | 12/20/2013 | J | 608,796 | 12/20/2013 | 12/20/2016 | Ordinary Shares | 608,796 | $ 0 (2) | 2,841,204 | I | By The A. Lorne Weil 2006 Irrevocable Trust- Family Investment Trust | |||
Warrants (Right to Buy) | $ 8 | 12/20/2013 | J | 2,167,867 | 12/20/2013 | 12/20/2016 | Ordinary Shares | 2,167,867 | $ 0 (3) | 673,337 | I | By The A. Lorne Weil 2006 Irrevocable Trust - Family Investment Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WEIL A LORNE 51 EAST 90TH ST NEW YORK, NY 10128 |
X |
/s/ A. Lorne Weil | 12/24/2013 | |
**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 principal balance of the Convertible Promissory Note (the "Note") of $100,000 became payable upon the consummation of the Issuer's initial business combination (the "Business Combination"), which occurred on December 20, 2013. Pursuant to the terms of the Note, at the holder's election, the principal balance of the Note was convertible, in whole or in part, into warrants of the Issuer at a price of $0.50 per warrant upon consummation of the Business Combination. The A. Lorne Weil 2006 Irrevocable Trust - Family Investment Trust (the "Trust") elected to convert the Note in full upon consummation of the Business Combination. |
(2) | The Trust transferred warrants to an investor for no consideration in return for the investor agreeing to purchase ordinary shares of the Issuer in a private placement to be consummated on December 30, 2013. |
(3) | The Trust transferred warrants to an investor for no consideration in return for the investor purchasing ordinary shares of the Issuer from third-party holders. |