3//SEC Filing
Highlands Acquisition Corp 3
Accession 0001094891-07-000400
CIK 0001398632operating
Filed
Oct 2, 8:00 PM ET
Accepted
Oct 3, 5:51 PM ET
Size
13.0 KB
Accession
0001094891-07-000400
Insider Transaction Report
Form 3
PANGIA ROBERT W
Chief Executive Officer10% Owner
Holdings
- (indirect: By Ivy Healthcare Capital II, L.P.)
Warrants
Exercise: $7.50Exp: 2012-10-02→ Common Stock (680,242 underlying) - 680,242(indirect: By Ivy Healthcare Capital II, L.P.)
Common Stock
Warrants
Exercise: $7.50Exp: 2012-10-02→ Common Stock (266,995 underlying)- 266,995
Common Stock
Footnotes (8)
- [F1]These securities are included in units, each unit consisting of one share of common stock and one warrant each to purchase one share of common stock. 34,825 units are subject to forfeiture to the extent that the underwriters over-allotment option in the Company's initial public offering is not exercised in full or expires unexercised.
- [F2]These securities are included in units, each unit consisting of one share of common stock and one warrant each to purchase one share of common stock. 88,727 units are subject to forfeiture to the extent that the underwriters over-allotment option in the Company's initial public offering is not exercised in full or expires unexercised.
- [F3]The Reporting Persons have entered into a stockholders agreement dated as of October 2, 2007 (the "Agreement"), by and among the Reporting Persons and certain other parties (collectively, the "Non-Affiliated Entities"). By reason of the execution of the Agreement, the Reporting Persons and the Non-Affiliated Entities may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in equity securities of the Company. The amount of the Company's securities held by the Reporting Persons as reported herein does not include the holdings of any of the Non-Affiliated Entities, except for Ivy Healthcare II, L.P., as described in note 4 below. The Reporting Persons disclaim any pecuniary interest in the Company's securities beneficially owned by the Non-Affiliated Entities, except as described in note 4 below.
- [F4]Mr. Pangia is a principal of Ivy Capital Partners, the General Partner of Ivy Healthcare Capital II, L.P.
- [F5]The warrants will become exercisable upon the later of the completion of a business combination with a target business and January 3, 2009; provided that the last sales price of the Company's common stock exceeds $14.25 per share for any 20 trading days within a 30-trading day period beginning 90 days after the consummation of a business combination.
- [F6]These warrants will be purchased by Mr. Pangia for $1.00 per Warrant in a private placement simultaneously with the consummation of the initial public offering of the Company.
- [F7]These warrants will be purchased by Ivy Healthcare Capital II, L.P. for $1.00 per Warrant in a private placement simultaneously with the consummation of the initial public offering of the Company.
- [F8]The warrants will become exercisable upon the later of the completion of a business combination with a target business and January 3, 2009.
Documents
Issuer
Highlands Acquisition Corp
CIK 0001398632
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001398632
Filing Metadata
- Form type
- 3
- Filed
- Oct 2, 8:00 PM ET
- Accepted
- Oct 3, 5:51 PM ET
- Size
- 13.0 KB