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4//SEC Filing

PYRAMID BREWERIES INC 4

Accession 0000919574-08-004227

CIK 0001001917operating
View on SEC.govCompany Profile

Filed

Aug 5, 8:00 PM ET

Accepted

Aug 6, 8:29 PM ET

Size

24.5 KB

Accession

0000919574-08-004227

Insider Transaction Report

Form 4
Period: 2008-08-01
PYRAMID BREWERIES INCPMID
NELSON DWIGHT
10% Owner
Transactions
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
BASSO PRIVATE SERIES LLC
10% Owner
Transactions
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
Lepore John
10% Owner
Transactions
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
MAGIC HAT BREWING CO & PERFORMING ARTS CENTER INC
10% Owner
Transactions
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
BASSO FUND LTD.
10% Owner
Transactions
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
BASSO HOLDINGS LTD.
10% Owner
Transactions
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
PLATEK PHILIP
10% Owner
Transactions
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
BASSO MULTI-STRATEGY HOLDING FUND LTD.
10% Owner
Transactions
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
Fischer Howard
10% Owner
Transactions
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
10% Owner
Transactions
  • Purchase

    Common Stock

    2008-08-01$2.75/sh+7,835,150$21,546,663→ 7,835,150 total
  • Other

    Common Stock

    2008-08-01−2,661,798→ 0 total(indirect: Footnotes)
Holdings

  • Common Stock

    (indirect: Footnotes)
    7,835,150
Footnotes (4)
  • [F1]On May 9, 2008, Magic Hat Brewing Company & Performing Arts Center, Inc. ("Magic Hat") entered into Tender and Support Agreements (the "Tender Agreement") with certain shareholders of Pyramid Breweries Inc. Magic Hat did not pay any separate cash consideration to the stockholders who entered in the Tender Agreement. The reported securities were deemed to be beneficially owned by Magic Hat because the Tender Agreements provided that the shareholders granted an irrevocable proxy to Magic Hat with respect to the reported securities. As of August 1, 2008, the reported securities referenced in the Tender Agreements were tendered pursuant to the cash tender offer completed on August 1, 2008. As a result, as of August 1, 2008, Magic Hat Brewing Company & Performing Arts Center, Inc. no longer could be deemed to beneficially own any of the reported securities referenced in the Tender Agreements.
  • [F2]The reported securities may be deemed to be beneficially owned by Independent Brewers United, Inc. ("IBU"), Basso Private Series LLC on behalf of Basso Series 3 (MHB") ("Basso MHB"), Basso Multi-Strategy Holding Fund Ltd. ("Basso Multi-Strategy Holding Fund"), Basso Fund Ltd. ("Basso Fund"), Basso Holdings Ltd. ("Basso Holdings"), Basso Capital Management, L.P. ("BCM"), Basso GP, LLC ("Basso GP"), Howard Fischer, Philip Platek, John Lepore and Dwight Nelson (collectively with Merger Sub, the "Reporting Persons"). IBU may be deemed to beneficially own the reported securities by virtue of Magic Hat and Merger Sub being wholly-owned subsidiaries of IBU. Basso MHB may be deemed to beneficially own the reported securities by virtue of its ownership position in the equity securities of IBU.
  • [F3]Each of Basso Multi-Strategy Holding Fund, Basso Fund and Basso Holdings may be deemed to beneficially own the reported securities by virtue of its ownership of Basso MHB. BCM may be deemed to beneficially own the reported securities by virtue of its role as the investment manager of Basso Multi-Strategy Holding Fund, Basso Fund and Basso Holdings. Basso GP may be deemed to beneficially own the reported securities by virtue of its role as the general partner of BCM. Howard Fischer, Philip Platek, John Lepore and Dwight Nelson may be deemed to beneficially own the reported securities by virtue of their role as the controlling persons of Basso GP and BCM.
  • [F4]These securities are owned by PMID Merger Sub, Inc. ("Merger Sub"), which is a Reporting Person.

Documents

1 file

Issuer

PYRAMID BREWERIES INC

CIK 0001001917

→
Entity typeoperating
IncorporatedWA

Related Parties

1
  • filerCIK 0001001917

Filing Metadata

Form type
4
Filed
Aug 5, 8:00 PM ET
Accepted
Aug 6, 8:29 PM ET
Size
24.5 KB
View on SEC.gov