4//SEC Filing
Bauer Mia 4
Accession 0001144204-12-055278
CIK 0001476719other
Filed
Oct 8, 8:00 PM ET
Accepted
Oct 9, 4:31 PM ET
Size
12.0 KB
Accession
0001144204-12-055278
Insider Transaction Report
Form 4
Bauer Mia
VP and Chief Creative Officer10% Owner
Transactions
- Exercise/Conversion
Common Stock
2012-10-09+506,700→ 506,700 total(indirect: SEE FOOTNOTE) - Disposition to Issuer
Series A Voting Preferred Stock
2012-10-09−50,670→ 76,004.9 total(indirect: SEE FOOTNOTE) - Exercise/Conversion
New Crumbs Class B Exchangable Units
2012-10-09−506,700→ 760,049 total(indirect: SEE FOOTNOTE)→ Common Stock (506,700 underlying)
Holdings
- 5,000
Common Stock
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").The Reporting Person is owner of 30.5% of the outstanding shares of Bauer Holdings and may be deemed to hold or share the voting and/or dispositive power over the securities held by Bauer Holdings. Each of Jason Bauer and the reporting person 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 ...(continued on the next footnote)
- [F3](continued from the previous footnote)...By virtue of the foregoing, the reporting person may be deemed to share the voting power and the power to direct the disposition of the securities held by Bauer Holdings. The reporting person 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 , the reporting person 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. Bauer Holdings is filing a Form 4 separately.
- [F5]The Class B Units are immediately exchangeable 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 0001518848
Filing Metadata
- Form type
- 4
- Filed
- Oct 8, 8:00 PM ET
- Accepted
- Oct 9, 4:31 PM ET
- Size
- 12.0 KB