4//SEC Filing
Nascent Wine Company, Inc. 4
Accession 0001144204-07-057625
CIK 0001310213operating
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 4:18 PM ET
Size
17.6 KB
Accession
0001144204-07-057625
Insider Transaction Report
Form 4
JGD MANAGEMENT CORP /NY
Director10% Owner
Transactions
- Exercise of In-Money
Series A-1 Warrants (right to buy)
2007-10-22−500,000→ 0 total(indirect: By the entities listed in (4) below.)Exercise: $8.00From: 2007-07-03Exp: 2010-07-03→ Series A Stock (500,000 underlying) - Exercise of In-Money
Series B Convertible Preferred Stock ("Series B Stock")
2007-10-22$3.56/sh+375,000$1,335,000→ 375,000 total(indirect: By the entities listed in (4) below.)Exercise: $0.18From: 2007-10-22→ Common Stock (7,500,000 underlying) - Exercise of In-Money
Series A Convertible Preferred Stock ("Series A Stock")
2007-10-22$8.00/sh+708,297$5,666,376→ 1,708,297 total(indirect: By the entities listed in (4) below.)Exercise: $0.40From: 2007-10-22→ Common Stock (14,165,940 underlying) - Exercise of In-Money
Series B Warrants (right to buy)
2007-10-22−375,000→ 0 total(indirect: By the entities listed in (4) below.)Exercise: $3.56From: 2007-10-22Exp: 2014-07-03→ Series B Stock (375,000 underlying) - Exercise of In-Money
Series A-2 Warrants (right to buy)
2007-10-22−208,297→ 166,703 total(indirect: By the entities listed in (4) below.)Exercise: $8.00From: 2007-07-03Exp: 2014-07-03→ Series A Stock (375,000 underlying)
Footnotes (8)
- [F1]The conversion price is $0.40 per share of Series A Stock, subject to standard and value-based anti-dilution adjustment.
- [F2]Each share of Series A Stock is convertible at any time by its holder, at such holder's election, and has no expiration date.
- [F3]Each share of Series A Stock is convertible into the number of shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the issuer equal to the liquidation amount, divided by the conversion price per share. The liquidation amount is the sum of $8.00 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization with respect to the Series A Stock) and any accrued but unpaid dividends on such share of Series A Stock. Assumes a liquidation amount of $8.00 per share of Series A Stock and a conversion price of $0.40 per share of Series A Stock.
- [F4]The general partners and investment manager, as applicable, of the following investment funds have delegated certain management and administrative duties to the Reporting Person: York Select, L.P., York Select Unit Trust and York Credit Opportunities Fund, L.P. The Reporting Person disclaims any beneficial interest ownership of the securities held by the investment funds except to the extent of its pecuniary interest therein.
- [F5]The conversion price is $0.178 per share of Series B Stock, subject to standard and value-based anti-dilution adjustment.
- [F6]Each share of Series B Stock is convertible at any time by its holder, at such holder's election, and has no expiration date.
- [F7]Each share of Series B Stock is convertible into the number of shares of Common Stock equal to the liquidation amount, divided by the conversion price per share. The liquidation amount is the sum of $3.56 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization with respect to the Series B Stock) and any accrued but unpaid dividends on such share of Series B Stock. Assumes a liquidation amount of $3.56 per share of Series B Stock and a conversion price of $0.178 per share of Series B Stock.
- [F8]The Series B Warrants became immediately exercisable upon the full exercise of the Series A-1 Warrants on October 22, 2007.
Documents
Issuer
Nascent Wine Company, Inc.
CIK 0001310213
Entity typeoperating
Related Parties
1- filerCIK 0001310213
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 4:18 PM ET
- Size
- 17.6 KB