4//SEC Filing
CIG WIRELESS CORP. 4
Accession 0000905718-15-000303
CIK 0001432754operating
Filed
Mar 16, 8:00 PM ET
Accepted
Mar 17, 5:50 PM ET
Size
13.9 KB
Accession
0000905718-15-000303
Insider Transaction Report
Form 4
TANNENBAUM JEFFREY
10% Owner
Transactions
- Other
Series A-2 Convertible Preferred Stock
2015-03-13+20,228,574→ 109,430,976 total(indirect: See footnotes)Exercise: $1.00From: 2015-03-13→ Common Stock (20,228,574 underlying)
FIR TREE INC
10% Owner
Transactions
- Other
Series A-2 Convertible Preferred Stock
2015-03-13+20,228,574→ 109,430,976 total(indirect: See footnotes)Exercise: $1.00From: 2015-03-13→ Common Stock (20,228,574 underlying)
Camellia Partners, LLC
10% Owner
Transactions
- Other
Series A-2 Convertible Preferred Stock
2015-03-13+20,228,574→ 109,430,976 total(indirect: See footnotes)Exercise: $1.00From: 2015-03-13→ Common Stock (20,228,574 underlying)
Fredman Andrew
10% Owner
Transactions
- Other
Series A-2 Convertible Preferred Stock
2015-03-13+20,228,574→ 109,430,976 total(indirect: See footnotes)Exercise: $1.00From: 2015-03-13→ Common Stock (20,228,574 underlying)
Footnotes (6)
- [F1]CIG Wireless Corp. (the "Issuer") 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"), pursuant to certain 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"), 20,228,574 shares of Series A-2 Convertible Preferred Stock, $0.00001 par value per share (the "Series A-2 Preferred Stock").
- [F2]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 Non-Convertible Preferred Stock, par value $0.00001 per share (the "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, the Reporting Persons disclaim such beneficial ownership.
- [F3]Camellia Partners, LLC, the general partner of Fir Tree Capital, and Fir Tree Inc., the investment manager of Fir Tree Capital and Fir Tree REF III, hold 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 transaction, 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.
- [F4]The shares of Series A-2 Preferred Stock are currently convertible on a 1-for-1 basis into shares of Common Stock.
- [F5]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.
- [F6]As discussed in Amendment No. 7 to Schedule 13D filed by Fir Tree Inc., Fir Tree Capital and Fir Tree REF III with the Securities and Exchange Commission on February 13, 2015, Fir Tree Capital and Fir Tree REF III agreed to and acknowledged the cancellation and disposition to the Issuer of 5,106 shares of Series A-2 Preferred Stock effective as of January 21, 2015. The 5,106 shares of Series A-2 Preferred Stock were canceled and disposed of to the Issuer for no value, as approved by the Issuer's board of directors. The cancellation was not required to be reported on Form 4 due to an available exemption from Section 16 of the Exchange Act.
Documents
Issuer
CIG WIRELESS CORP.
CIK 0001432754
Entity typeoperating
IncorporatedNY
Related Parties
1- filerCIK 0001432754
Filing Metadata
- Form type
- 4
- Filed
- Mar 16, 8:00 PM ET
- Accepted
- Mar 17, 5:50 PM ET
- Size
- 13.9 KB