4//SEC Filing
HIG GP II INC 4
Accession 0001171843-11-000833
CIK 0000849706other
Filed
Mar 21, 8:00 PM ET
Accepted
Mar 22, 5:17 PM ET
Size
21.5 KB
Accession
0001171843-11-000833
Insider Transaction Report
Form 4
MNAYMNEH SAMI
10% Owner
Transactions
- Other
Series E Convertible Preferred Stock
2011-03-18+20,524.149→ 20,524.149 totalExercise: $0.07→ Class A Common Stock (273,655,320 underlying)
HIG GP II INC
10% Owner
Transactions
- Other
Series E Convertible Preferred Stock
2011-03-18+20,524.149→ 20,524.149 totalExercise: $0.07→ Class A Common Stock (273,655,320 underlying)
H.I.G. AERT, LLC
10% Owner
Transactions
- Other
Series E Convertible Preferred Stock
2011-03-18+20,524.149→ 20,524.149 totalExercise: $0.07→ Class A Common Stock (273,655,320 underlying)
H.I.G. Capital Partners IV, L.P.
10% Owner
Transactions
- Other
Series E Convertible Preferred Stock
2011-03-18+20,524.149→ 20,524.149 totalExercise: $0.07→ Class A Common Stock (273,655,320 underlying)
HIG BAYSIDE DEBT & LBO FUND II LP
10% Owner
Transactions
- Other
Series E Convertible Preferred Stock
2011-03-18+20,524.149→ 20,524.149 totalExercise: $0.07→ Class A Common Stock (273,655,320 underlying)
H.I.G. Bayside Advisors II, L.L.C.
10% Owner
Transactions
- Other
Series E Convertible Preferred Stock
2011-03-18+20,524.149→ 20,524.149 totalExercise: $0.07→ Class A Common Stock (273,655,320 underlying)
TAMER ANTHONY
10% Owner
Transactions
- Other
Series E Convertible Preferred Stock
2011-03-18+20,524.149→ 20,524.149 totalExercise: $0.07→ Class A Common Stock (273,655,320 underlying)
H.I.G. Advisors IV, L.L.C.
10% Owner
Transactions
- Other
Series E Convertible Preferred Stock
2011-03-18+20,524.149→ 20,524.149 totalExercise: $0.07→ Class A Common Stock (273,655,320 underlying)
Footnotes (10)
- [F1]On March 18, 2011, pursuant to a reclassification exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that certain Securities Exchange Agreement, dated as of March 18, 2011, by and between the Issuer and H.I.G. AERT, LLC, 20,524.149 shares of the Issuer's Series E Preferred Convertible Stock were issued to H.I.G. AERT, LLC in exchange for an aggregate of $20,524,149 of principal and accrued interest of certain debt previously owed by the Issuer to H.I.G. AERT, LLC.
- [F10]Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than H.I.G. AERT, LLC, herein states that this filing shall not be deemed to be an admission that it or he is a beneficial owner of any shares of Series E Convertible Preferred Stock covered by this Statement of Changes in Beneficial Ownership of Securities on Form 4. Each of the Reporting Persons, other than H.I.G. AERT, LLC, disclaims beneficial ownership of the shares, except to the extent of its or his pecuniary interest in the shares.
- [F2]At the holder's election and for no additional consideration, each share of Series E Convertible Preferred Stock is convertible into 13,334 shares of Class A Common Stock at any time (subject to adjustment in certain circumstances as described in Item 4); provided, however that of the total 273,655,320 shares of Class A Common Stock into which the 20,524.149 shares of Series E Convertible Preferred are convertible, only 35,521,563 shares of Class A Common Stock are currently reserved for issuance upon conversion of the Series E Convertible Preferred Stock.
- [F3]At a meeting of the Issuer's stockholders to be held no later than July 15, 2011, the Issuer is contractually obligated to present for stockholder approval and amendment to the Issuer's Certificate of Incorporation to authorize an additional 400,000,000 shares of Class A Common Stock (the "Amendment"). Contingent upon the effectiveness of the Amendment, the Issuer is contractually obligated to reserve the remaining 238,133,757 shares of Class A Common Stock issuable upon conversion of the shares of Series E Convertible Preferred Stock.
- [F4]The shares of Series E Convertible Preferred Stock have no expiration date.
- [F5]The shares of Series E Convertible Preferred Stock are convertible into the number of shares of Class A Common Stock of the Issuer equal to the product of the number of shares of Series E Convertible Preferred Stock being converted, multiplied by the quotient of (i) $1,000 per share (subject to adjustment for stock splits, stock dividends, recapitalizations, etc.) plus all accrued and unpaid dividends per share, and (ii) $0.075 (subject to certain anti-dilution adjustments).
- [F6]The shares of Series E Preferred Convertible Stock of the Issuer were issued to H.I.G. AERT, LLC in exchange for an aggregate of $20,524,149 of principal and accrued interest of certain debt previously owed by the Issuer to H.I.G. AERT, LLC. No additional cash consideration was paid for the shares of Series E Preferred Stock.
- [F7]This Form 4 is being filed by H.I.G. AERT, LLC as the direct beneficial owner of the shares of Series E Convertible Preferred Stock.
- [F8]Each of the other Reporting Persons may be deemed to be indirect beneficial owners of the shares of Series E Convertible Preferred Stock, as follows: (i) H.I.G. Capital Partners IV, L.P. and H.I.G. Bayside Debt & LBO Fund II, L.P., each in their capacity as the holders of 45.5% and 33.3%, respectively, of the equity interests of H.I.G. AERT, LLC; (ii) H.I.G. Advisors IV, LLC, in its capacity as the general partner of H.I.G. Capital Partners IV, L.P.; (iii) H.I.G. Bayside Advisors II, LLC, in its capacity as the general partner of H.I.G. Bayside Debt & LBO Fund II, L.P.; (iv) H.I.G.- GPII, Inc., in its capacity as the manager of each of H.I.G. Advisors IV, LLC and H.I.G. Bayside Advisors II, LLC; and (v) Sami W. Mnaymneh and Anthony A. Tamer, each in their capacity as co-presidents and directors of H.I.G.- GPII, Inc.
- [F9]Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person.
Issuer
ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES INC
CIK 0000849706
Entity typeother
Related Parties
1- filerCIK 0001173671
Filing Metadata
- Form type
- 4
- Filed
- Mar 21, 8:00 PM ET
- Accepted
- Mar 22, 5:17 PM ET
- Size
- 21.5 KB