4/A//SEC Filing
CIG WIRELESS CORP. 4/A
Accession 0000905718-15-000060
CIK 0001432754operating
Filed
Jan 15, 7:00 PM ET
Accepted
Jan 16, 9:36 PM ET
Size
18.6 KB
Accession
0000905718-15-000060
Insider Transaction Report
Form 4/AAmended
Fredman Andrew
10% Owner
Transactions
- Other
Series A-2 Convertible Preferred Stock
2015-01-02+2,568,404→ 89,207,508 total(indirect: See footnotes)Exercise: $1.00From: 2015-01-02→ Common Stock (2,568,404 underlying) - Other
Series A-2 Convertible Preferred Stock
2014-12-31+42,959,756→ 86,639,104 total(indirect: See footnotes)Exercise: $1.00From: 2014-12-31→ Common Stock (42,959,756 underlying)
FIR TREE INC
10% Owner
Transactions
- Other
Series A-2 Convertible Preferred Stock
2015-01-02+2,568,404→ 89,207,508 total(indirect: See footnotes)Exercise: $1.00From: 2015-01-02→ Common Stock (2,568,404 underlying) - Other
Series A-2 Convertible Preferred Stock
2014-12-31+42,959,756→ 86,639,104 total(indirect: See footnotes)Exercise: $1.00From: 2014-12-31→ Common Stock (42,959,756 underlying)
Camellia Partners, LLC
10% Owner
Transactions
- Other
Series A-2 Convertible Preferred Stock
2015-01-02+2,568,404→ 89,207,508 total(indirect: See footnotes)Exercise: $1.00From: 2015-01-02→ Common Stock (2,568,404 underlying) - Other
Series A-2 Convertible Preferred Stock
2014-12-31+42,959,756→ 86,639,104 total(indirect: See footnotes)Exercise: $1.00From: 2014-12-31→ Common Stock (42,959,756 underlying)
TANNENBAUM JEFFREY
10% Owner
Transactions
- Other
Series A-2 Convertible Preferred Stock
2015-01-02+2,568,404→ 89,207,508 total(indirect: See footnotes)Exercise: $1.00From: 2015-01-02→ Common Stock (2,568,404 underlying) - Other
Series A-2 Convertible Preferred Stock
2014-12-31+42,959,756→ 86,639,104 total(indirect: See footnotes)Exercise: $1.00From: 2014-12-31→ Common Stock (42,959,756 underlying)
Footnotes (7)
- [F1]This amendment is being filed to reflect that: (x) 53,268,368 shares of Series A-2 Convertible Preferred Stock, par value $0.00001 per share ("Series A-2 Preferred Stock") were incorrectly reported on January 5, 2015 as issued to Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") and Fir Tree REF III Tower LLC, a Delaware limited liability company ("Fir Tree REF III") on December 31, 2014 and (y) 2,881,054 shares of Series A-2 Preferred Stock were incorrectly reported on January 5, 2015 as issued to Fir Tree Capital and Fir Tree REF III on January 2, 2015. Fir Tree Capital and Fir Tree REF III were issued 42,959,756 shares of Series A-2 Preferred Stock on December 31, 2014 and 2,568,404 shares of Series A-2 Preferred Stock on January 2, 2015.
- [F2]CIG Wireless Corp. (the "Issuer") issued to Fir Tree Capital and Fir Tree REF III, in lieu of cash dividends of $1,118,533.13 for the quarter ended December 31, 2014, (i) 11,185.34 shares of Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the "Series A-1 Preferred Stock"); and (ii) 2,568,404 shares of Series A-2 Preferred Stock.
- [F3]The filing of this Form 4 shall not be construed as an admission that Camellia Partners, LLC, Fir Tree Inc., Jeffrey Tannenbaum or Andrew Fredman (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.00001 per share (the "Common Stock"), Series A-1 Preferred Stock or Series A-2 Preferred Stock, of the Issuer owned by Fir Tree Capital or Fir Tree REF III. Pursuant to Rule 16a-1 of the Exchange Act, the Reporting Persons disclaim such beneficial ownership.
- [F4]Camellia Partners, LLC, the general partner of Fir Tree Capital, Fir Tree Inc. and Fir Tree REF III, holds indirectly the Series A-1 Preferred Stock and Series A-2 Preferred Stock through the account of Fir Tree Capital and Fir Tree REF III, respectively; Jeffrey Tannenbaum, a principal of Camellia Partners, LLC and the principal of Fir Tree Inc., and Andrew Fredman, a principal of Camellia Partners, LLC, at the time of the transactions reported herein, controlled the disposition and voting of the Series A-1 Preferred Stock and Series A-2 Preferred Stock. Camellia Partners, LLC receives performance-based allocation and Fir Tree Inc. receives an asset-based fee from Fir Tree Capital and Fir Tree REF III.
- [F5]The shares of Series A-2 Preferred Stock are currently convertible on a 1-for-1 basis into shares of Common Stock.
- [F6]The Issuer issued to Fir Tree Capital and Fir Tree REF III, pursuant to certain anti-dilution rights of Fir Tree Capital and Fir Tree REF III contained in the Certificate of Designation, Preferences and Rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of the Issuer ("Certificate of Designation"), 42,959,756 shares of Series A-2 Preferred Stock.
- [F7]There is no expiration date with respect to the Series A-2 Preferred Stock; however, the Series A-2 Preferred Stock may be redeemed at the option of the holder upon certain events, as set forth in the Certificate of Designation.
Documents
Issuer
CIG WIRELESS CORP.
CIK 0001432754
Entity typeoperating
IncorporatedNY
Related Parties
1- filerCIK 0001432754
Filing Metadata
- Form type
- 4/A
- Filed
- Jan 15, 7:00 PM ET
- Accepted
- Jan 16, 9:36 PM ET
- Size
- 18.6 KB