4//SEC Filing
Brener Gabriel 4
Accession 0001144204-12-067406
CIK 0001518749other
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 4:08 PM ET
Size
12.1 KB
Accession
0001144204-12-067406
Insider Transaction Report
Form 4
Azteca Acquisition Holdings, LLC
10% Owner
Transactions
- Sale
Common Stock Warrants
2012-12-07−622,222→ 4,044,445 total(indirect: See footnote)Exercise: $12.00→ Common Stock (622,222 underlying) - Sale
Common Stock
2012-12-07−320,000→ 2,080,000 total(indirect: See footnote)
Brener Gabriel
DirectorCEO and President10% Owner
Transactions
- Sale
Common Stock
2012-12-07−320,000→ 2,080,000 total(indirect: See footnote) - Sale
Common Stock Warrants
2012-12-07−622,222→ 4,044,445 total(indirect: See footnote)Exercise: $12.00→ Common Stock (622,222 underlying)
Footnotes (6)
- [F1]Azteca Acquisition Holdings, LLC and Brener International Group, LLC sold an aggregate of 320,000 shares of common stock (which were issued prior to the Issuer's initial public offering ('IPO")) and 622,222 warrants to purchase 622,222 shares of common stock of the Issuer (which were issued in a private placement simultaneously with closing of the IPO), respectively, to Mr. Juan Pablo Alban and Clive A. Fleissig for an aggregate purchase price of $2.00 and $2.00, respectively, pursuant to a Securities Purchase Agreement by and among Azteca Acquisition Holdings, LLC, Brener International Group, LLC and Juan Pablo Alban dated December 7, 2012 and a Securities Purchase Agreement by and among Azteca Acquisition Holdings, LLC, Brener International Group, LLC and Clive A. Fleissig dated December 7, 2012.
- [F2]639,294 shares of common stock of the Issuer beneficially owned by the reporting persons are subject to forfeiture as follows: (1) 329,348 shares of common stock are subject to forfeiture in the event the last sales price of the Issuer's shares of common stock do not equal or exceed $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 36 months following the closing of the Issuer's initial business combination ("Business Combination") as described in the Issuer's prospectus ("IPO Prospectus") relating to its IPO and (continued on footnote 3)
- [F3](2) 309,946 shares of common stock are subject to forfeiture in the event the last sales price of the Issuer's shares of common stock does not equal or exceed $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 36 months following the closing of the Issuer's Business Combination.
- [F4]This report is filed jointly by Gabriel Brener and Azteca Acquisition Holdings, LLC. The reported securities are owned directly by Azteca Acquisition Holdings, LLC and indirectly by Gabriel Brener through his membership interest in Azteca Acquisition Holdings, LLC. Gabriel Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F5]The warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's Business Combination or (ii) 12 months from the closing of its IPO and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the IPO prospectus.
- [F6]The securities are held directly by Brener International Group, LLC and indirectly by Gabriel Brener. Gabriel Brener has a pecuniary interest in 10% of the warrants held by Brener International Group, LLC and is one of the beneficiaries of a trust that has a 90% pecuniary interest in Brener International Group, LLC. Mr. Brener disclaims ownership of the reported securities except to the extent of his pecuniary interest.
Documents
Issuer
Azteca Acquisition Corp
CIK 0001518749
Entity typeother
Related Parties
1- filerCIK 0001524158
Filing Metadata
- Form type
- 4
- Filed
- Dec 10, 7:00 PM ET
- Accepted
- Dec 11, 4:08 PM ET
- Size
- 12.1 KB