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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 (Right to Buy) | $ 11.5 | 03/13/2015 | P | 399,292 | (1)(2) | (1)(2) | Common Stock | 399,292 | $ 0.3 | 635,293 | I | See footnote (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Brady Christopher D. C/O THE CHART GROUP L.P. 555 FIFTH AVENUE, 19TH FLOOR NEW YORK, NY 10017 |
X | X | PRESIDENT | |
Chart Group, LP 555 FIFTH AVENUE, 19TH FLOOR NEW YORK, NY 10017 |
X | |||
Chart Acquisition Group LLC 555 FIFTH AVENUE, 19TH FLOOR NEW YORK, NY 10017 |
X |
/s/ Christopher D. Brady, as manager of The Chart Group L.P., managing member Chart Acquisition Group LLC | 03/17/2015 | |
**Signature of Reporting Person | Date | |
/s/ Christopher D. Brady, as manager of The Chart Group L.P. | 03/17/2015 | |
**Signature of Reporting Person | Date | |
/s/ Christopher D. Brady | 03/17/2015 | |
**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) | On March 13, 2015, Chart Acquisition Group LLC acquired 399,292 warrants at a purchase price of $0.30 per warrant pursuant to a tender offer commenced in connection with a special meeting of stockholders of Chart Acquisition Corp. ("Chart") to approve, among other matters, an amendment to Chart's existing charter extending the date by which Chart must consummate its initial business combination (the "Business Combination") from March 13, 2015 to June 13, 2015. Mr. Brady indirectly owns the 399,292 warrants reported herein through his membership interest in Antwerp L.L.C, the general partner of The Chart Group L.P. which is the sole managing member of Chart Acquisition Group LLC. |
(2) | Each warrant is exercisable to purchase one share of common stock of Chart at an exercise price of $11.50 during the period commencing on the later of (i) December 19, 2013 or (ii) 30 days following the consummation of the Business Combination, and expiring on the fifth anniversary of the consummation of the Business Combination. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |