4//SEC Filing
Bonanno Matthew W 4
Accession 0000899243-19-028671
CIK 0001326428other
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 3:50 PM ET
Size
8.2 KB
Accession
0000899243-19-028671
Insider Transaction Report
Form 4
Pressburg, LLCROAN
Bonanno Matthew W
Director
Transactions
- Disposition to Issuer
Class A common stock
2019-12-06−9,257,182→ 0 total(indirect: See Footnotes)
Footnotes (4)
- [F1]The Issuer, Citizen Energy Operating, LLC ("Citizen") and Citizen Energy Pressburg Inc., a subsidiary of Citizen ("Merger Sub"), are parties to that certain Agreement and Plan of Merger, dated October 1, 2019 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Citizen. At the effective time of the Merger (the "Effective Time"), each outstanding share of Class A common stock, $0.001 par value per share, of the Issuer were cancelled and converted into a right to receive $1.52 in cash per share.
- [F2]In addition to being a Director of the Issuer, the Reporting Person is also a Director and Co-Head of North American Credit at York Capital Management Global Advisors, LLC, a New York limited liability company ("YGA"). YGA, prior to the Merger, was the beneficial owner of 9,257,182 shares of Class A common stock of the Issuer ("Shares"), of which (i) 1,363,675 Shares were directly owned by York Capital Management, L.P., a Delaware limited partnership ("York Capital"), (ii) 138,824 Shares were directly owned by Exuma Capital, L.P., a Cayman Islands exempted limited partnership ("Exuma Capital"), (iii) 205,080 Shares were directly owned by York Select Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership ("York Select Master"), (iv) 3,166,708 Shares were directly owned by York Credit Opportunities Investments Master Fund, L.P., a Cayman Islands exempted limited partnership ("York Credit Opportunities Master"),
- [F3](continued from footnote 2) (v) 1,896,980 Shares were directly owned by York Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership ("York Multi-Strategy") and (vi) 2,485,915 Shares were directly owned by York Credit Opportunities Fund, L.P., a Delaware limited partnership ("York Credit Opportunities" and together with Jorvik Multi-Strategy, York Capital, Exuma Capital, York Select Master, York Credit Opportunities Master and York Multi-Strategy collectively, the "York Capital Funds").
- [F4]YGA is the sole managing member of the general partner of each of the York Capital Funds and exercises investment discretion over the York Capital Funds and accordingly may be deemed to have beneficial ownership over the Shares directly owned by the York Capital Funds. The Reporting Person may also be deemed to be the beneficial owner of these Shares, however the Reporting Person expressly disclaims beneficial ownership of the Shares in excess of his respective pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Shares for Section 16 or any other purpose.
Documents
Issuer
Pressburg, LLC
CIK 0001326428
Entity typeother
Related Parties
1- filerCIK 0001713094
Filing Metadata
- Form type
- 4
- Filed
- Dec 5, 7:00 PM ET
- Accepted
- Dec 6, 3:50 PM ET
- Size
- 8.2 KB