4//SEC Filing
BALLY TOTAL FITNESS HOLDING CORP 4
Accession 0001181431-07-044747
CIK 0000770944operating
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 12:40 PM ET
Size
8.9 KB
Accession
0001181431-07-044747
Insider Transaction Report
Form 4
LIBERATION INVESTMENT GROUP LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2007-07-05$0.50/sh−412,570$206,285→ 4,206,880 total(indirect: See footnotes)
Footnotes (5)
- [F1]This is a joint filing by Liberation Investments, L.P. ("LILP"), Liberation Investments Ltd. ("LILtd"), Liberation Investment Group, LLC ("LIGLLC") and Emanuel R. Pearlman (collectively, the "Reporting Persons"). LIGLLC is the designated filer. LILP directly owns 2,710,042 shares of common stock and LILTD directly owns 1,461,838 shares of common stock. LIGLLC, as the sole general partner of LILP and the sole investment advisor to LILTD, may be deemed to beneficially own 4,171,880 shares of common stock. Mr. Pearlman directly owns 35,000 shares of common stock and, as the General Manager, Chairman and Chief Executive Officer of LIGLLC, may be deemed to beneficially own 4,206,880 shares of common stock. (continued in footnote 2)
- [F2](continued from footnote 1) The Reporting Persons are filing this joint Form 4 because they may be regarded as a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by the other Reporting Persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons constitute a group.
- [F3]The Reporting Persons are reporting the sale of 412,570 shares of Common Stock by LILP and LILtd in a private sale.
- [F4]Does not include (i) contingent post closing consideration in the form of a right to receive 10% of any return received by Harbinger or its affiliates on its investment in the Issuer in connection with a reorganization of the Issuer by Harbinger and sellers which reorganization is actually consummated within 360 days of the sale described in this Form 4 (an "Acceptable Reorganization"), after certain expenses, in excess of the amount required to provide Harbinger with an annual internal rate of return of 20% on such investment, (Continue with footnote 5)
- [F5]And (ii) a right to receive additional cash compensation based on the increase in value of the Common Stock of the Issuer from $0.60 per share to the fair market value at the Measurement Date in respect of 4,171,880 shares of Common Stock or such other number of shares equivalent to the number of shares a 10% owner of the Issuer as of June 30, 2007 would be entitled to receive in an Acceptable Reorganization (x) upon a disposition by Harbinger of equity securities of the Issuer as a result of which Harbinger will own less than 10% of the total common stock of the Issuer or (y) upon the second anniversary of the closing of an investment pursuant to an Acceptable Reorganization, each of (x) or (y), as applicable a "Measurement Date."
Documents
Issuer
BALLY TOTAL FITNESS HOLDING CORP
CIK 0000770944
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000770944
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 12:40 PM ET
- Size
- 8.9 KB