4//SEC Filing
Bauer Victor 4
Accession 0001144204-12-055265
CIK 0001476719other
Filed
Oct 8, 8:00 PM ET
Accepted
Oct 9, 4:24 PM ET
Size
12.5 KB
Accession
0001144204-12-055265
Insider Transaction Report
Form 4
Bauer Victor
Director10% Owner
Transactions
- Exercise/Conversion
New Crumbs Class B Exchangable Units
2012-10-09−506,700→ 760,049 total→ Common Stock (506,700 underlying) - Disposition to Issuer
Series A Voting Preferred Stock
2012-10-09−20,670→ 76,004.9 total - Exercise/Conversion
Common Stock
2012-10-09+506,700→ 506,700 total
Bauer Holdings Inc.
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2012-10-09+506,700→ 506,700 total - Disposition to Issuer
Series A Voting Preferred Stock
2012-10-09−20,670→ 76,004.9 total - Exercise/Conversion
New Crumbs Class B Exchangable Units
2012-10-09−506,700→ 760,049 total→ Common Stock (506,700 underlying)
Footnotes (7)
- [F1]The shares of Series A Voting Preferred Stock ("Series A Shares") and the New Crumbs Class B Exchangeable Units ("Class B Units") are exchangeable, collectively, for shares of the issuer's common stock on a one-for-one basis for no consideration, subject to the Exchange and Support Agreement among the issuer, Crumbs Holdings LLC ("Crumbs") and the members of Crumbs dated May 5, 2011.
- [F2]The securities are held directly by Bauer Holdings, LLC ("Bauer Holdings"). Each of Jason Bauer and Mia Bauer owns 30.5% of the shares of common stock of Bauer Holdings and Victor Bauer owns the remaining 39%, and each serves as a director of Bauer Holdings and may be deemed to hold or share the voting and/or dispositive power over the securities held by Bauer Holdings. ...(continued on the next footnote)
- [F3](continued from the previous footnote)... Victor Bauer disclaims beneficial ownership of any of the securities as to which this report relates except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Victor Bauer is the beneficial owner of such securities for purposes of section 16 or any other purpose. ...(continued on the next footnote)
- [F4](continued from the previous footnote)... As a result of its relationship with a director of the issuer, Bauer Holdings has been recognized by the Board of Directors of the issuer as a director by deputization of the issuer. Jason Bauer and Mia Bauer are each filing a Form 4 separately.
- [F5]The Class B Units are immediately exchangable for one share of the issuer's common stock.
- [F6]The Class B Units do not expire.
- [F7]The Class B Units and the shares of the Series A Stock were issued to the reporting person as consideration in a merger transaction on May 5, 2011, pursuant to a Business Combination Agreement between the issuer, 57th Street Merger Sub LLC, and Crumbs dated January 9, 2011, as amended.
Documents
Issuer
Crumbs Bake Shop, Inc.
CIK 0001476719
Entity typeother
Related Parties
1- filerCIK 0001518849
Filing Metadata
- Form type
- 4
- Filed
- Oct 8, 8:00 PM ET
- Accepted
- Oct 9, 4:24 PM ET
- Size
- 12.5 KB