4//SEC Filing
Charney Dov 4
Accession 0001104659-11-038557
CIK 0001336545other
Filed
Jul 10, 8:00 PM ET
Accepted
Jul 11, 5:22 PM ET
Size
11.3 KB
Accession
0001104659-11-038557
Insider Transaction Report
Form 4
Charney Dov
DirectorChairman, CEO and President10% Owner
Transactions
- Award
Common Stock
2011-07-07$0.90/sh+777,778$700,000→ 45,700,866 total - Award
Option (right to buy)
2011-07-07−777,778→ 777,778 totalExercise: $0.90→ Common Stock (777,778 underlying) - Award
Option (right to buy)
2011-07-07+6,150,889→ 6,150,889 total→ Common Stock (6,150,889 underlying)
Footnotes (3)
- [F1]Pursuant to a Purchase Agreement dated as of April 27, 2011 (the "Purchase Agreement") between the Issuer and the reporting person, subject to the receipt of stockholder approval for the issuance of the shares, the reporting person agreed to purchase from the Issuer 777,778 shares of common stock at a price of $0.90 per share. The reporting person held sufficient shares of common stock of the Issuer to approve the issuance of the 777,778 shares of common stock without further affirmative votes from the other stockholders and reported this in Table II on the reporting person's Form 4 filed on April 29, 2011. On June 21, 2011, stockholder approval for the issuance of the shares was received and the reporting person purchased 777,778 shares of common stock from the Issuer at a price of $0.90 per share on July 7, 2011.
- [F2]Pursuant to the Purchase Agreement, the reporting person will receive a right to receive up to an additional 25,319,988 shares of common stock as anti-dilution protection with respect to the issuance of shares of common stock to certain other investors in the Issuer in proportion to the exercise by such investors of their right to purchase up to an aggregate of 27,443,173 additional shares of common stock. On July 7, 2011, such investors exercised their right to purchase 6,666,666 shares of common stock and as a result the reporting person received a right to receive an additional 6,150,889 shares of common stock (the "Purchase Right Anti-Dilution Shares").
- [F3]The Purchase Right Anti-Dilution Shares are issuable in three equal installments, one per each measurement period set forth below, subject to meeting the applicable average volume weighted closing price for 60 consecutive trading days, calculated as set forth in the Purchase Agreement ("VWAP") as follows: (i) for the measurement period from April 16, 2012 to and including April 15, 2013, if the VWAP of the common stock during a period of 60 consecutive trading days exceeds $3.25 per share; (ii) for the measurement period from but not including April 16, 2013 to and including April 15, 2014, if the VWAP of the common stock during a period of 60 consecutive trading days exceeds $4.25 per share; and (iii) for the measurement period from but not including April 16, 2014 to and including April 15, 2015, if the VWAP of the common stock during a period of 60 consecutive trading days exceeds $5.25 per share.
Documents
Issuer
AMERICAN APPAREL, INC
CIK 0001336545
Entity typeother
Related Parties
1- filerCIK 0001421296
Filing Metadata
- Form type
- 4
- Filed
- Jul 10, 8:00 PM ET
- Accepted
- Jul 11, 5:22 PM ET
- Size
- 11.3 KB