4//SEC Filing
STG Group, Inc. 4
Accession 0001144204-15-068119
CIK 0001583513operating
Filed
Nov 24, 7:00 PM ET
Accepted
Nov 25, 4:49 PM ET
Size
20.1 KB
Accession
0001144204-15-068119
Insider Transaction Report
Form 4
STG Group, Inc.GDEF
Perl Andrew Damian
Director10% Owner
Transactions
- Other
Convertible Promissory Note
2015-11-23→ 0 total(indirect: See Footnote)Exercise: $10.60Exp: 2015-11-24→ Common Stock (117,924 underlying) - Other
Convertible Promissory Note
2015-11-23→ 0 total(indirect: See Footnote)Exercise: $10.60Exp: 2015-11-24→ Common Stock (67,117 underlying) - Other
Convertible Promissory Note
2015-11-23→ 0 total(indirect: See Footnote)Exercise: $10.60Exp: 2015-11-24→ Common Stock (126,772 underlying) - Purchase
Common Stock
2015-11-23$10.63/sh+1,030,103$10,949,995→ 3,754,828 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2015-11-23−445,161→ 3,309,667 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2015-11-23−35,000→ 3,274,667 total(indirect: See Footnote) - Other
Convertible Promissory Note
2015-11-23→ 0 total(indirect: See Footnote)Exercise: $10.60Exp: 2015-11-24→ Common Stock (119,175 underlying)
Footnotes (6)
- [F1]Shares acquired pursuant to that certain Amended & Restated Backstop Common Stock Purchase Agreement, dated as of November 23, 2015, by and between Global Defense & National Security Systems, Inc. (the "Company") and Global Defense & National Security Holdings LLC.
- [F2]Shares forfeited to the Company, pursuant to the Stock Purchase Agreement, dated as of June 8, 2015, by and between the Company, STG Group, Inc., the stockholders of STG Group, Inc. and the other parties thereto (the "Stock Purchase Agreement").
- [F3]Shares transferred to the stockholders of STG Group, Inc. for no consideration in connection with the closing of the transactions contemplated by the Stock Purchase Agreement.
- [F4]The Common Stock is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.
- [F5]Following the consummation of the Issuer's initial Business Combination (as defined in the Issuer's Amended and Restated Certificate of Incorporation then in effect) on November 23, 2015, the convertible promissory note became convertible at the option of the holder at the greater of (1) $10.00 per share and (2) $10.60, the 30-day trailing average of the closing price per share. On November 23, 2015, in connection with closing the initial Business Combination and in consideration of the payment by the issuer of the face value of the convertible promissory notes, the outstanding principal due under the convertible promissory notes was repaid and such notes were canceled.
- [F6]The convertible promissory note is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.
Documents
Issuer
STG Group, Inc.
CIK 0001583513
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001583513
Filing Metadata
- Form type
- 4
- Filed
- Nov 24, 7:00 PM ET
- Accepted
- Nov 25, 4:49 PM ET
- Size
- 20.1 KB