Global Defense & National Security Systems, Inc. 4
4 · Global Defense & National Security Systems, Inc. · Filed Oct 13, 2015
Insider Transaction Report
Form 4
Perl Andrew Damian
Director10% Owner
Transactions
- Purchase
Convertible Promissory Note
2015-10-08$10.55/sh+118,483$1,249,996→ 118,483 total(indirect: See Footnote)Exercise: $10.55Exp: 2015-10-24→ Common Stock (118,483 underlying) - Purchase
Option to Purchase Common Stock
2015-10-09$10.61/sh+471,254$5,000,005→ 471,254 total(indirect: See Footnote)Exercise: $10.61→ Common Stock (471,254 underlying)
Footnotes (4)
- [F1]Following the consummation of the Issuer's initial Business Combination (as defined in the Issuer's Amended and Restated Certificate of Incorporation), the convertible promissory note shall be convertible at the option of the holder at the greater of (1) $10.00 per share and (2) the 30-day trailing average of the closing price per share. The information in this table is based on an assumed conversion price of $10.55.
- [F2]The convertible promissory note only becomes convertible, at the election of Global Defense & National Security Holdings LLC, immediately following the consummation of the Issuer's initial Business Combination.
- [F3]The convertible promissory note is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.
- [F4]The option to purchase is pursuant to a Backstop Common Stock Purchase Agreement. The option can only be exercised in connection with the closing of the business combination, and only in the event, and to the extent, the Issuer will not be able to meet the Threshold Cash Amount. The "Threshold Cash Amount" means $20,000,000 in cash available to the Company from (1) the Company's Trust Account (as defined in the Company's Amended and Restated Certificate of Incorporation) at the closing of the business combination between the Issuer and STG Group, Inc. following payment in full to the Company's stockholders who have requested to be redeemed in connection with the closing of the business combination, and (2) the payment of the aggregate purchase price for the option to purchase.