4//SEC Filing
LEWIS EDWIN H 4
Accession 0001144204-12-055288
CIK 0001476719other
Filed
Oct 8, 8:00 PM ET
Accepted
Oct 9, 4:35 PM ET
Size
10.4 KB
Accession
0001144204-12-055288
Insider Transaction Report
Form 4
LEWIS EDWIN H
Director10% Owner
Transactions
- Disposition to Issuer
Series A Voting Preferred Stock
2012-10-09−69,470→ 104,204.9 total(indirect: SEE FOOTNOTE) - Exercise/Conversion
New Crumbs Class B Exchangable Units
2012-10-09−694,700→ 1,042,049 total(indirect: SEE FOOTNOTE)→ Common Stock (694,700 underlying) - Exercise/Conversion
Common Stock
2012-10-09+694,700→ 1,344,094 total(indirect: SEE FOOTNOTE)
Footnotes (5)
- [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 Series A Shares and the Class B Units are owned by EHL Holdings, LLC ('EHL"). The reporting person is the Chairman and sole member of EHL. By virtue of the foregoing, the reporting person may deemed to share the voting power and the power to direct the disposition of the Series A Shares and the Class B Units held by EHL. 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. EHL is filing a Form 4 separately.
- [F3]The Class B Units are immediately exchangeable for one share of the issuer's common stock.
- [F4]The Class B Units do not expire.
- [F5]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 0001075004
Filing Metadata
- Form type
- 4
- Filed
- Oct 8, 8:00 PM ET
- Accepted
- Oct 9, 4:35 PM ET
- Size
- 10.4 KB