ROI Acquisition Corp. II 4
4 · ROI Acquisition Corp. II · Filed Sep 24, 2013
Insider Transaction Report
Form 4
Hall George E.
DirectorChief Investment Officer10% Owner
Transactions
- Award
Common Stock
2013-06-28$0.01/sh+3,593,750$25,156→ 3,593,750 total(indirect: See Footnote.) - Other
Common Stock
2013-09-18−468,750→ 2,781,250 total(indirect: See Footnote.) - Sale
Sponsor Warrants
2013-09-20$0.50/sh−8,000,000$4,000,000→ 0 total(indirect: See Footnote.)Exercise: $11.50→ Common Stock (4,000,000 underlying) - Sale
Common Stock
2013-08-22$0.01/sh−343,750$2,406→ 3,250,000 total(indirect: See Footnote) - Purchase
Sponsor Warrants
2013-09-20$0.50/sh+8,000,000$4,000,000→ 8,000,000 total(indirect: See Footnote.)Exercise: $11.50→ Common Stock (4,000,000 underlying) - Award
Sponsor Warrants
2013-09-20$0.50/sh+8,000,000$4,000,000→ 8,000,000 total(indirect: See Footnote.)Exercise: $11.50→ Common Stock (4,000,000 underlying)
Footnotes (8)
- [F1]781,250 shares will be subject to forfeiture unless (i) the last sales price of the Issuer's common stock equals or exceeds $13.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 5 years following the closing of the Issuer's initial business combination or (ii) the Issuer completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
- [F2]By GEH Capital, Inc., an entity wholly owned by George E. Hall.
- [F3]Forfeiture to the Issuer because the underwriter for the Issuer's initial public offering did not exercise the over-allotment option.
- [F4]The warrants become exercisable on the later of September 20, 2014 or 30 days after the closing of the Issuer's initial business combination.
- [F5]The warrants expire five years after they first become exercisable.
- [F6]By Clinton Magnolia Master Fund, Ltd. whose investment decisions are made by Clinton Group, Inc., an entity controlled by George E. Hall. Mr. Hall disclaims beneficial ownership of such securities except to the extent of his pecuniary interest.
- [F7]The holdings that resulted from these transactions were reflected on the initial Form 3s filed by the beneficial owners of these securities.
- [F8]Each warrant entitles the holder thereof to purchase one-half of one share of the Issuer's common stock at a price of $5.75 per half share ($11.50 per whole share), subject to adjustment as described in the Issuer's registration statement on Form S-1 (File No. 333-190721).