4//SEC Filing
Gardner Sonia 4
Accession 0001104659-17-075087
CIK 0001649173other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 8:40 PM ET
Size
12.2 KB
Accession
0001104659-17-075087
Insider Transaction Report
Form 4
ESTRE USA INC.BLVD
Gardner Sonia
10% Owner
Transactions
- Disposition to Issuer
Private Placement Warrant
2017-12-21−3,654,885→ 5,851,365 total(indirect: See Footnote)Exercise: $11.50→ Class A Common Stock (3,654,885 underlying) - Sale
Class B Common Stock, par value $.0001 per share
2017-12-21$0.00/sh−300,000$600→ 5,027,258 total(indirect: See Footnote)→ Class A Common Stock (300,000 underlying) - Disposition to Issuer
Class B Common Stock, par value $.0001 per share
2017-12-21−3,598,990→ 5,327,258 total(indirect: See Footnote)→ Class A Common Stock (3,598,990 underlying)
Footnotes (7)
- [F1]The warrants will become exercisable 30 days after the conssumation of the business combination which occured on December 21, 2017 (the "Transaction") pursuant to the Amended and Restated Business Combination Agreement, dated as of September 11, 2017, as amended, by and among the Boulevard Acquisition Corp. II ("Boulevard"), Estre Ambiental S.A. ("Estre"), Boulevard Acquisition Corp II Cayman Holding Company and BII Merger Sub Corp.
- [F2]The warrants expire five years after the completion of the Transaction or earlier upon redemption or liquidation.
- [F3]Disposed of pursuant to the Warrant Forfeiture Agreement, dated as of December 13, 2017, by and among Boulevard Acquisition Sponsor II, LLC (the "Sponsor"), Boulevard and Estre pursuant to which the Sponsor agreed to forfeit to Boulevard, for no consideration, 3,654,885 warrants to purchase shares of Boulevard Class A common stock $0.0001.
- [F4]The securities are held directly by the Sponsor and indirectly by Sonia E. Gardner, Marc Lasry and Stephen S. Trevor, who are the managing members of the Sponsor. Each of Mr. Lasry, Ms. Gardner and Mr. Trevor disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.
- [F5]The shares of the Company's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), were convertable into shares of Class A common stock at the time of the Transaction on a one-for-one basis.
- [F6]Disposed of pursuant to the Forfeiture and Waiver Agreement, dated August 15, 2017, as amended, by and among Boulevard, Estre and the Sponsor pursuant to which the Sponsor agreed to forfeit and surrender to Boulevard, for no consideration, 3,598,990 shares of the Class B Common Stock.
- [F7]Transferred pursuant to the Stock Purchase Agreement, dated as of April 7, 2017, by and among EcoPower Solutions, LLC and the Sponsor.
Documents
Issuer
ESTRE USA INC.
CIK 0001649173
Entity typeother
Related Parties
1- filerCIK 0001404606
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 8:40 PM ET
- Size
- 12.2 KB