4//SEC Filing
Gonzalez Edmundo 4
Accession 0001144204-13-021541
CIK 0001514682other
Filed
Apr 11, 8:00 PM ET
Accepted
Apr 12, 3:41 PM ET
Size
10.3 KB
Accession
0001144204-13-021541
Insider Transaction Report
Form 4
Gonzalez Edmundo
DirectorChief Financial Officer10% Owner
Transactions
- Other
Series C Common Stock
2013-04-10+25,000→ 125,000 total(indirect: By LLC) - Other
Warrant to purchase Common Stock
2013-04-10+241,666→ 241,666 total(indirect: By LLC)Exercise: $10.00Exp: 2016-11-07→ Common Stock (241,666 underlying)
Footnotes (7)
- [F1]In connection with the Issuer's initial public offering, Selway Capital Holdings LLC acquired warrants to purchase an aggregate of 2,333,333 shares of the Issuer's common stock at an exercise price of $7.50 per share for an aggregate purchase price of $1,750,000. Pursuant to a Merger Agreement with Healthcare Corporation of America ("Target"), among others, on April 10, 2013, such warrants automatically converted into the right to receive: (i) an aggregate of 100,000 shares of Series C common stock, and (ii) warrants to purchase an aggregate of 1,000,000 shares of common stock at an exercise price of $10.00 per share (the "Exchange Warrants"), of which 966,667 Exchange Warrants were issued to Selway Capital Holdings LLC and 33,333 Exchange Warrants were issued to Doron Cohen.
- [F2]The proceeds from the exercise of the Exchange Warrants will be paid: (i) 75% to the holders of all of the issued and outstanding shares of common stock of Target immediately prior to the time of the merger, and (ii) 25% to certain members of the Target's management. The Exchange Warrants are only exercisable for cash, may not be exercised on a cashless basis, and must be exercised if the closing price for the combined company's common stock exceeds $12.00 per share for 20 trading days in any 30-trading-day period.
- [F3]Represents 25,000 shares of Series C common stock that that are owned by Selway Capital Holdings LLC.
- [F4]The Reporting Person indirectly beneficially owns 125,000 shares of Series C common stock held by Selway Capital Holdings LLC, which owns an aggregate of 600,000 shares of Series C common stock of the Issuer. The number of shares beneficially owned by the Reporting Person represents the extent to which the Reporting Person has a pecuniary interest in the shares owned by Selway Capital Holdings LLC.
- [F5]Represents 241,666 Exchange Warrants that are owned by Selway Capital Holdings LLC.
- [F6]The warrants may be exercised at any time or from time to time from the consummation of a post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be.
- [F7]The Reporting Person indirectly beneficially owns 241,666 Exchange Warrants held by Selway Capital Holdings LLC, which owns an aggregate of 966,667 Exchange Warrants. The number of warrants beneficially owned by the Reporting Person represents the extent to which the Reporting Person has a pecuniary interest in the warrants owned by Selway Capital Holdings LLC.
Documents
Issuer
Selway Capital Acquisition Corp.
CIK 0001514682
Entity typeother
Related Parties
1- filerCIK 0001514678
Filing Metadata
- Form type
- 4
- Filed
- Apr 11, 8:00 PM ET
- Accepted
- Apr 12, 3:41 PM ET
- Size
- 10.3 KB