4/A//SEC Filing
Tariko Roustam 4/A
Accession 0001144204-12-069503
CIK 0001046880other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 7:43 AM ET
Size
12.7 KB
Accession
0001144204-12-069503
Insider Transaction Report
Form 4/AAmended
ROUST TRADING LTD.
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2012-12-20+3,000,000→ 15,920,411 total - Exercise of In-Money
Right to Adjustment Issuances
2012-12-20−0→ 0 totalExercise: $0.00→ Common Stock
Tariko Roustam
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2012-12-20+3,000,000→ 15,920,411 total - Exercise of In-Money
Right to Adjustment Issuances
2012-12-20−0→ 0 totalExercise: $0.00→ Common Stock
Footnotes (8)
- [F1]As described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on July 11, 2012 and in the Form 4 filed on behalf of Roust Trading Ltd. ("RTL") dated September 20, 2012, pursuant to the terms of the Amended Securities Purchase Agreement (the "SPA") executed on July 9, 2012 and filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 11, 2012, RTL was entitled to acquire 10,000,000 shares of Common Stock for no additional consideration, subject to the following restrictions: RTL had a right to acquire, within five business days of a request by RTL at any time after the following dates: (i) up to 3,000,000 shares of Common Stock after the execution of the SPA and the Amended Governance Agreement (as defined in the Issuer's Current Report on Form 8-K filed with the SEC on July 11, 2012), the execution of such agreements having occurred on July 9, 2012;
- [F2](ii) up to 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval (as defined in the SPA); and (iii) up to 2,000,000 shares following the Backstop Escrow Release Date (as defined in the SPA). The issuances of these shares is subject to the approval of all applicable anti-competition authorities and, until such applicable approvals are received, issuances will be limited to a maximum amount of Common Stock that may be issued without violation of any applicable anti-competition laws. On December 20, 2012, CEDC issued, for no additional consideration, 3,000,000 shares of Common Stock following RTL's exercise on November 15, 2012 of its right to acquire such shares pursuant to the terms of the SPA.
- [F3]The 3,000,000 shares of Common Stock were acquired for no additional consideration, subject to the restrictions described in footnotes 1 and 2 above.
- [F4]RTL holds the Common Stock and Right to Adjustment Issuances directly. Mr. Roustan Tariko ("Mr. Tariko") indirectly owns all of the equity interests of and controls RTL and, by virtue of this relationship, may be deemed to beneficially own the Common Stock owned by RTL and the Right to Adjustment Issuances described in Table II and footnotes 1 and 2 above.
- [F5]RTL exercised its right to acquire, for no additional consideration, 3,000,000 shares of Common Stock as described in footnotes 1 and 2 above and pursuant to the terms of the SPA.
- [F6]The Right to Adjustment Issuances are exercisable as follows: RTL has a right to acquire, within five business days of a request by RTL at any time after the following dates: (i) up to 3,000,000 shares of Common Stock after the execution of the SPA and the Amended Governance Agreement (which right has been exercised); (ii) up to 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval; and (iii) up to 2,000,000 shares following the Backstop Escrow Release Date.
- [F7]The Right to Adjustment Issuances is subject to termination pursuant to the SPA.
- [F8]As described in footnotes 1, 2 and 5 above, RTL currently has a right to acquire up to 7,000,000 shares of Common Stock within five business days of a request by RTL at any time after the following dates: (i) 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval and (ii) 2,000,000 shares following the Backstop Escrow Release Date.
Documents
Issuer
CENTRAL EUROPEAN DISTRIBUTION CORP
CIK 0001046880
Entity typeother
Related Parties
1- filerCIK 0001549506
Filing Metadata
- Form type
- 4/A
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 7:43 AM ET
- Size
- 12.7 KB