4//SEC Filing
HIG GP II INC 4
Accession 0001181431-12-029349
CIK 0001372664other
Filed
May 10, 8:00 PM ET
Accepted
May 11, 2:22 PM ET
Size
14.5 KB
Accession
0001181431-12-029349
Insider Transaction Report
Form 4
COMVERGE, INC.COMV
Peak Holding Corp.
10% Owner
Transactions
- Purchase
Common Stock
2012-05-09$1.75/sh+14,407,789$25,213,631→ 14,407,789 total(indirect: Shares owned by Peak Merger Corp.)
MNAYMNEH SAMI
10% Owner
Transactions
- Purchase
Common Stock
2012-05-09$1.75/sh+14,407,789$25,213,631→ 14,407,789 total(indirect: Shares owned by Peak Merger Corp.)
TAMER ANTHONY
10% Owner
Transactions
- Purchase
Common Stock
2012-05-09$1.75/sh+14,407,789$25,213,631→ 14,407,789 total(indirect: Shares owned by Peak Merger Corp.)
HIG GP II INC
10% Owner
Transactions
- Purchase
Common Stock
2012-05-09$1.75/sh+14,407,789$25,213,631→ 14,407,789 total(indirect: Shares owned by Peak Merger Corp.)
H.I.G. Bayside Advisors II, L.L.C.
10% Owner
Transactions
- Purchase
Common Stock
2012-05-09$1.75/sh+14,407,789$25,213,631→ 14,407,789 total(indirect: Shares owned by Peak Merger Corp.)
HIG BAYSIDE DEBT & LBO FUND II LP
10% Owner
Transactions
- Purchase
Common Stock
2012-05-09$1.75/sh+14,407,789$25,213,631→ 14,407,789 total(indirect: Shares owned by Peak Merger Corp.)
Footnotes (3)
- [F1]On March 26, 2012, Comverge, Inc. ("Comverge") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Peak Holding Corp. ("Parent") and Peak Merger Corp. (the "Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a cash tender offer (the "Offer") to acquire all of the shares of Comverge's Common Stock (the "Shares") at a purchaser price of $1.75 per Share in cash. The Offer expired at 5:00 p.m., New York City time, on Wednesday, May 9, 2012. The depositary of the Offer has advised Parent and Purchaser that a total of 14,407,789 Shares had been validly tendered and not properly withdrawn upon expiration of the Offer (including 744,898 Shares subject to guaranteed delivery procedures). On May 9, 2012, Purchaser accepted for payment all such Shares in accordance with the terms of the Offer.
- [F2]The reporting persons disclaim beneficial ownership of the securities disclosed herein, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F3]Parent is controlled by H.I.G. Bayside Debt & LBO Fund II, L.P. ("Fund II"). The general partner of Fund II is H.I.G. Bayside Advisors II, LLC ("Advisors II"). H.I.G.-GPII, Inc. ("GPII") is the manager of Advisors II. Sami W. Mnaymneh ("Mnaymneh") and Anthony A. Tamer ("Tamer") are co-presidents, directors and sole shareholders of GPII. Parent, Fund II, Advisors II, GPII, Mnaymneh and Tamer may be deemed to be the indirect beneficial owners of these shares.
Documents
Issuer
COMVERGE, INC.
CIK 0001372664
Entity typeother
Related Parties
1- filerCIK 0001173671
Filing Metadata
- Form type
- 4
- Filed
- May 10, 8:00 PM ET
- Accepted
- May 11, 2:22 PM ET
- Size
- 14.5 KB