3//SEC Filing
Overture Acquisition Corp. 3
Accession 0000902664-10-000329
CIK 0001415362operating
Filed
Feb 4, 7:00 PM ET
Accepted
Feb 5, 3:32 PM ET
Size
10.7 KB
Accession
0000902664-10-000329
Insider Transaction Report
Form 3
Holdings
- 1,856,220(indirect: See footnote)
Common stock, par value $0.001 (the "Common Stock")
- (indirect: See footnote)
Call Options (obligation to sell)***
From: 2010-01-25→ Common Stock, par value $0.001 (1,856,220 underlying)
Holdings
- (indirect: See footnote)
Call Options (obligation to sell)***
From: 2010-01-25→ Common Stock, par value $0.001 (1,856,220 underlying) - 1,856,220(indirect: See footnote)
Common stock, par value $0.001 (the "Common Stock")
Footnotes (3)
- [F1]Arrowgrass Capital Partners (US) LP, a Delaware limited partnership ("ACP"), acts as the investment manager for Arrowgrass Master Fund Ltd., a Cayman Islands exempted company ("AMF"), which holds the shares of Common Stock and is party to the Option Agreement (as defined below). As the investment manager of AMF, ACP may be deemed, as of the date hereof, to be the beneficial owner of the Issuer's securities held by AMF. Arrowgrass Capital Services (US) Inc., a Delaware corporation, is the general partner of ACP. ACP and ACS do not hold directly any of the Issuer's securities or derivative securities with respect thereto, and disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herefrom for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except for their pecuniary interest therein.
- [F2]The call option will expire upon the termination of the Purchase Option Agreement between AMF and Malibu Capital Partners, LLC, a California limited liability company ("Malibu") (the "Option Agreement"). As more fully described in the Schedule 13D filed by the Reporting Persons on the date hereof (the "Schedule 13D"), the Option Agreement terminates on or prior to the earlier to occur of (i) the day on which the Issuer liquidates its trust account or (ii) the unilateral decision of Malibu to terminate the Option Agreement as communicated to AMF in writing.
- [F3]In connection with the Schedule 13D, the Reporting Persons are requesting Confidential Treatment with respect to certain provisions of the Option Agreement, including the price.
Issuer
Overture Acquisition Corp.
CIK 0001415362
Entity typeoperating
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001415362
Filing Metadata
- Form type
- 3
- Filed
- Feb 4, 7:00 PM ET
- Accepted
- Feb 5, 3:32 PM ET
- Size
- 10.7 KB