4//SEC Filing
Chart Acquisition Corp. 4
Accession 0001140361-15-029366
CIK 0001527349operating
Filed
Jul 30, 8:00 PM ET
Accepted
Jul 31, 5:22 PM ET
Size
27.1 KB
Accession
0001140361-15-029366
Insider Transaction Report
Form 4
BACON LOUIS M
10% Owner
Transactions
- Sale
Common Stock
2015-07-31−962,500→ 0 total(indirect: See footnote) - Sale
Warrants (Right to Buy)
2015-07-31−1,766,101→ 0 total(indirect: See Footnotes)Exercise: $11.50→ Common Stock (1,766,101 underlying) - Purchase
Warrants (Right to Buy)
2015-07-31+1,766,101→ 1,766,101 total(indirect: See Footnotes)Exercise: $11.50→ Common Stock (1,766,101 underlying)
Kendall Family Investments, LLC
10% Owner
Transactions
- Sale
Common Stock
2015-07-31−962,500→ 0 total(indirect: See footnote) - Sale
Warrants (Right to Buy)
2015-07-31−1,766,101→ 0 total(indirect: See Footnotes)Exercise: $11.50→ Common Stock (1,766,101 underlying) - Purchase
Warrants (Right to Buy)
2015-07-31+1,766,101→ 1,766,101 total(indirect: See Footnotes)Exercise: $11.50→ Common Stock (1,766,101 underlying)
Footnotes (5)
- [F1]The stockholders of Chart Acquisition Corp. (the "Issuer") approved the initial business combination of the Issuer and Tempus Applied Solutions, LLC under a new holding company called Tempus Applied Solutions Holdings, Inc. ("TASH") and the initial business combination was consummated on July 31, 2015 (the "Business Combination"). In connection with the Business Combination, the Reporting Persons disposed of their shares of common stock of the Issuer in exchange for 962,500 shares of TASH common stock on July 31, 2015.
- [F2]This Form 4 is being filed (a) by Louis M. Bacon ("Mr. Bacon") who controls Kendall Family Investments, LLC ("Kendall"), and (b) by Kendall. This Form 4 relates to shares of common stock and warrants of the Issuer (the "Securities") indirectly held by Kendall. As the control person of Kendall, Mr. Bacon may be deemed to be the beneficial owner of the Securities beneficially owned by Kendall.
- [F3]The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
- [F4]Each warrant (the "Chart Warrants") entitles the Reporting Persons to purchase one share of the Issuer's common stock. The Reporting Persons obtained 212,500 Chart Warrants in a private placement of units consisting of one share of Issuer common stock and one Chart Warrant at a price of $10 per unit that occurred simultaneously with the initial public offering of the Issuer. The Reporting Persons acquired 4,366 Chart Warrants in a warrant tender offer that closed in September 2014, 366,917 Chart Warrants in a warrant tender offer that closed in March 2015, and 1,182,318 Chart Warrants in a warrant tender offer that closed in June 2015, in each case, at a price per warrant of $0.30. In connection with the Business Combination, the Reporting Persons disposed of all of their Chart Warrants in exchange for warrants to purchase 1,766,101 shares of TASH common stock at an exercise price of $11.50 per share.
- [F5]The terms of the Chart Warrants state that they are exercisable at any time commencing on the later of December 19, 2013 or 30 days after the consummation of the Business Combination and expiring five years after the date of the consummation of the Business Combination at 5:00 p.m. New York time, or earlier upon redemption or the Issuer's liquidation. The first date on which no material contingencies to the exercisability of the Chart Warrants existed was July 31, 2015, the date of the consummation of the Business Combination.
Documents
Issuer
Chart Acquisition Corp.
CIK 0001527349
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001527349
Filing Metadata
- Form type
- 4
- Filed
- Jul 30, 8:00 PM ET
- Accepted
- Jul 31, 5:22 PM ET
- Size
- 27.1 KB