4//SEC Filing
ASPEN ADVISORS LLC 4
Accession 0001019056-05-000056
CIK 0001010286other
Filed
Jan 18, 7:00 PM ET
Accepted
Jan 19, 1:23 PM ET
Size
9.9 KB
Accession
0001019056-05-000056
Insider Transaction Report
Form 4
FIRST AVENUE NETWORKS INCFRNS.OB
ASPEN ADVISORS LLC
10% Owner
Transactions
- Other
Common Stock, par value $.001 per share
2005-01-14+25,194,647→ 28,981,765 total(indirect: By Partnership)
Footnotes (5)
- [F1]The Common Stock acquisition reported herein was made by Teligent, Inc. ("Teligent"), pursuant to an asset purchase agreement between Teligent and the Issuer as the consideration for the Issuer's purchase of substantially all the assets of Teligent. Aspen Partners, Series A, a series of Aspen Capital Partners LP, a Delaware limited partnership (the "Partnership") and private institutional accounts (the "Managed Accounts") managed by Aspen Advisors LLC, a Delaware limited liability company (the "Advisor") own a controlling interest in Teligent.
- [F2]Pursuant to the asset purchase agreement referenced in Note 1, the Issuer issued 25,194,647 shares of its common stock to Teligent in exchange for substantially all of Teligent's assets. The Issuer also issued a warrant to purchase 2,519,464 shares to a director of Teligent in exchange for an option to purchase Teligent shares held by him.
- [F3]Of the 28,981,765 shares reported in Table I, 2,597,080 shares are owned by Aspen Partners, 1,190,038 shares are owned by the Managed Accounts and 25,194,647 shares are owned by Teligent. Aspen Capital LLC, a Delaware limited liability company (the "General Partner"), is the general partner of the Partnership. The Advisor also acts as the investment manager of the Partnership. The shares in Table I exclude 1,174,383 warrants held by the Partnership and 497,757 warrants held by the Managed Accounts. The Partnership and the General Partner disclaim any beneficial interest in the securities owned by the Managed Accounts, and the General Partner disclaims any beneficial interest in the securities owned by the Partnership in excess of a 2.04% pecuniary interest therein, calculated in accordance with Rules 16a-1(a)(2) and (a)(3) under the Exchange Act. See also Note (4).
- [F4]Aspen Partners and the Managed Accounts own 41.8% and 25.4%, respectively, of the outstanding common stock of Teligent. The asset purchase agreement between Teligent and the Issuer provides that Teligent will dissolve and liquidate as promptly as practicable after the closing thereunder and distribute the Teligent Shares to its stockholders. Aspen Partners and the Advisor (on behalf of the Managed Accounts) disclaim any beneficial interest in the shares held by Teligent other than such respective percentage interests in the shares to be distributed by Teligent. Aspen Partners and the Advisor (on behalf of the Managed Accounts) also disclaim any interest whatsoever in the warrant issued to the Teligent director.
- [F5]Advisor disclaims any beneficial interest in the securities owned by the Partnership and the Managed Accounts. Mr. Nikos Hecht is the managing member of the General Partner and of the Advisor. By virtue of such status, he may be deemed the beneficial owner of the securities held by the Partnership and the Managed Accounts under Regulation 13D-G under the Exchange Act. Mr. Hecht disclaims any beneficial interest in the securities owned by the Partnership other than a 1.22% pecuniary interest in such securities, calculated in accordance with Rules 16a-1(a)(2) and (a)(3). He disclaims any beneficial interest in the securities owned by the Managed Accounts and in the Teligent director's warrant. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Documents
Issuer
FIRST AVENUE NETWORKS INC
CIK 0001010286
Entity typeother
Related Parties
1- filerCIK 0001127939
Filing Metadata
- Form type
- 4
- Filed
- Jan 18, 7:00 PM ET
- Accepted
- Jan 19, 1:23 PM ET
- Size
- 9.9 KB