4//SEC Filing
GOLDLEAF FINANCIAL SOLUTIONS INC. 4
Accession 0001181431-06-041391
CIK 0001069469operating
Filed
Jul 10, 8:00 PM ET
Accepted
Jul 11, 2:56 PM ET
Size
18.5 KB
Accession
0001181431-06-041391
Insider Transaction Report
Form 4
Transactions
- Other
Series C Preferred Stock
2006-07-07+667.4→ 10,667.4 total(indirect: See footnotes) - Other
Series A Preferred Stock
2006-07-07+525.3→ 21,537.8 total(indirect: See footnotes) - Other
Warrants to Purchase Shares of Common Stock
2006-07-07+397,964→ 1,165,009 total(indirect: See footnotes)Exercise: $1.32From: 2006-07-07Exp: 2014-01-20→ Common Stock (397,964 underlying)
Transactions
- Other
Series C Preferred Stock
2006-07-07+667.4→ 10,667.4 total(indirect: See footnotes) - Other
Warrants to Purchase Shares of Common Stock
2006-07-07+397,964→ 1,165,009 total(indirect: See footnotes)Exercise: $1.32From: 2006-07-07Exp: 2014-01-20→ Common Stock (397,964 underlying) - Other
Series A Preferred Stock
2006-07-07+525.3→ 21,537.8 total(indirect: See footnotes)
LIGHTYEAR FUND LLP
Other
Transactions
- Other
Warrants to Purchase Shares of Common Stock
2006-07-07+397,964→ 1,165,009 total(indirect: See footnotes)Exercise: $1.32From: 2006-07-07Exp: 2014-01-20→ Common Stock (397,964 underlying) - Other
Series A Preferred Stock
2006-07-07+525.3→ 21,537.8 total(indirect: See footnotes) - Other
Series C Preferred Stock
2006-07-07+667.4→ 10,667.4 total(indirect: See footnotes)
Transactions
- Other
Series A Preferred Stock
2006-07-07+525.3→ 21,537.8 total(indirect: See footnotes) - Other
Series C Preferred Stock
2006-07-07+667.4→ 10,667.4 total(indirect: See footnotes) - Other
Warrants to Purchase Shares of Common Stock
2006-07-07+397,964→ 1,165,009 total(indirect: See footnotes)Exercise: $1.32From: 2006-07-07Exp: 2014-01-20→ Common Stock (397,964 underlying)
MARRON DONALD B
Other
Transactions
- Other
Series A Preferred Stock
2006-07-07+525.3→ 21,537.8 total(indirect: See footnotes) - Other
Series C Preferred Stock
2006-07-07+667.4→ 10,667.4 total(indirect: See footnotes) - Other
Warrants to Purchase Shares of Common Stock
2006-07-07+397,964→ 1,165,009 total(indirect: See footnotes)Exercise: $1.32From: 2006-07-07Exp: 2014-01-20→ Common Stock (397,964 underlying)
Transactions
- Other
Series A Preferred Stock
2006-07-07+525.3→ 21,537.8 total(indirect: See footnotes) - Other
Series C Preferred Stock
2006-07-07+667.4→ 10,667.4 total(indirect: See footnotes) - Other
Warrants to Purchase Shares of Common Stock
2006-07-07+397,964→ 1,165,009 total(indirect: See footnotes)Exercise: $1.32From: 2006-07-07Exp: 2014-01-20→ Common Stock (397,964 underlying)
Footnotes (5)
- [F1]The shares of Series C Preferred Stock, no par value, of the Issuer (the "Series C Preferred Stock"), the shares of Series A Preferred Stock, no par value, of the Issuer (the "Series A Preferred Stock") and the Warrants to purchase shares of Common Stock of the Issuer (the "Warrants" and, together with the Series C Preferred Stock and the Series A Preferred Stock, the "Reported Securities") reported on this Form 4 are held of record by Lightyear PBI Holdings, LLC ("Holdings"). (To be continued to Footnote 2)
- [F2]As the members of Holdings, The Lightyear Fund, L.P. ("The Lightyear Fund") and The Lightyear Co-Invest Partnership, L.P. ("Co-Invest") may be deemed to be the beneficial owners of such Reported Securities. As the sole general partner of both The Lightyear Fund and Co-Invest, Lightyear Fund GP, LLC ("Lightyear Fund GP") may also be deemed to be the beneficial owner of such Reported Securities. As the managing member of Lightyear Fund GP, Marron & Associates, LLC ("Marron & Associates") may also be deemed to be the beneficial owner of such Reported Securities. As the sole member of Marron & Associates, Mr. Donald B. Marron may also be deemed to be the beneficial owner of such Reported Securities.
- [F3]Pursuant to the terms of the Exchange Agreement with the Issuer entered into January 23, 2006, as requested by the Issuer, the Reporting Persons agreed, if so determined by the disinterested directors of the Company, to accept additional shares of Series C Preferred Stock in lieu of the scheduled quarterly cash dividends payable under the Company's Series C Preferred Stock. In accordance with the Exchange Agreement, on July 7, 2006, a special committee of disinterested directors of Goldleaf Financial Solutions, Inc. determined to declare a dividend of 667.3973 shares of Series C Preferred Stock payable to Holdings in lieu of the scheduled cash dividend payable on July 1, 2006. The dividend issuance was made effective as of July 1, 2006.
- [F4]Each of the Reporting Persons, other than Holdings, may be deemed to share beneficial ownership of the Reported Securities, but disclaims beneficial ownership of the Reported Securities, except to the extent of any pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons, other than Holdings, are the beneficial owners of all such Reported Securities covered by this statement.
- [F5]Pursuant to the terms of the Exchange Agreement, as requested by the Issuer, the Reporting Persons agreed, if so determined by the disinterested directors of the Company, to accept Series A Preferred Stock and Warrants in lieu of the scheduled quarterly cash dividends payable under the Series A Preferred Stock. In accordance with the Exchange Agreement, on July 7, 2006, a special committee of disinterested directors of Goldleaf Financial Solutions, Inc. determined to declare a dividend of 525.3125 shares of Series A Preferred Stock and 397,964 Warrants payable to Holdings in lieu of the scheduled quarterly cash dividend payable on July 1, 2006. The dividend issuance was made effective as of July 1, 2006.
Documents
Issuer
GOLDLEAF FINANCIAL SOLUTIONS INC.
CIK 0001069469
Entity typeoperating
IncorporatedTN
Related Parties
1- filerCIK 0001069469
Filing Metadata
- Form type
- 4
- Filed
- Jul 10, 8:00 PM ET
- Accepted
- Jul 11, 2:56 PM ET
- Size
- 18.5 KB