Greektown Superholdings, Inc. 4

Accession 0001181431-13-034800

CIK 0001487685operating

View on SEC.gov Company Profile

Filed

Jun 12, 8:00 PM ET

Accepted

Jun 13, 5:46 PM ET

Size

18.7 KB

Accession

0001181431-13-034800

Insider Transaction Report

Form 4

Period: 2013-06-11

Greektown Superholdings, Inc.NONE

Athens Acquisition LLC

10% Owner

Transactions

Exercise of In-Money
Series A-2 Preferred Warrants
2013-06-11$90.00/sh+273,930$24,653,700→ 460,587 total
Exercise: $2739.30→ Series A-2 Preferred Stock (273,930 underlying)
Exercise of In-Money
Series A-1 Preferred Stock
2013-06-11$90.00/sh+246,100$22,149,000→ 1,368,536 total
Exercise: $100.00→ Series A-1 Common Stock (307,100 underlying)
Exercise of In-Money
Series A-2 Preferred Stock
2013-06-11$90.00/sh+121,676$10,950,840→ 162,255 total
Exercise: $100.00→ Series A-2 Common Stock (151,835 underlying)
Purchase
Series A-1 Common Stock
2013-06-11$90.00/sh+13,413$1,207,170→ 104,501 total
Exercise of In-Money
Series A-1 Preferred Stock
2013-06-11$90.00/sh+94,999$8,549,910→ 1,463,535 total
Exercise: $100.00→ Series A-1 Common (118,546 underlying)

GILBERT DANIEL

10% Owner

Transactions

Exercise of In-Money
Series A-1 Preferred Stock
2013-06-11$90.00/sh+94,999$8,549,910→ 1,463,535 total
Exercise: $100.00→ Series A-1 Common (118,546 underlying)
Exercise of In-Money
Series A-2 Preferred Warrants
2013-06-11$90.00/sh+273,930$24,653,700→ 460,587 total
Exercise: $2739.30→ Series A-2 Preferred Stock (273,930 underlying)
Purchase
Series A-1 Common Stock
2013-06-11$90.00/sh+13,413$1,207,170→ 104,501 total
Exercise of In-Money
Series A-1 Preferred Stock
2013-06-11$90.00/sh+246,100$22,149,000→ 1,368,536 total
Exercise: $100.00→ Series A-1 Common Stock (307,100 underlying)
Exercise of In-Money
Series A-2 Preferred Stock
2013-06-11$90.00/sh+121,676$10,950,840→ 162,255 total
Exercise: $100.00→ Series A-2 Common Stock (151,835 underlying)

Footnotes (10)

[F1]As previously reported, on April 26, 2013, Athens Acquisition, LLC ("Athens") entered into an Investor Rights Agreement (the "Investor Rights Agreement") with Brigade Leveraged Capital Structures Fund Ltd. ("Brigade") Brigade and certain entities affiliated with Standard General LP (collectively, "Standard General"). The Investor Rights Agreement contains a provision whereby the investor party thereto would have the non-transferable right to sell to Athens all securities of the Issuer held by such investor on the date of the Investor Rights Agreement for an amount equal to $90 per share (or less per share if the investor exercises a "Conversion Right" under the Issuer's charter) (the "Sale Right").
[F10]Series A-2 Preferred Warrants must be exercised within 30 days following the date the holder receives notice from the Issuer that it is not prohibited by Article Twelfth of the Issuer's Certificate of Incorporation from exercising such warrant.
[F2]As previously reported, on April 25, 2013, Standard General executed the Investor Rights Agreement, and also exercised the Sale Right by delivering to Athens a "Sale Right Exercise Notice" pursuant to the terms of the Investor Rights Agreement with respect to all of the securities of the Issuer then held by Standard General, which securities consisted of an aggregate of: (x) 246,100 shares of Series A-1 Preferred Stock and (y) 13,413 shares of Series A-1 Common Stock (collectively, the "Standard General Shares").
[F3]On June 11, 2013, the Michigan Gaming Control Board approved the consummation of the purchase and sale of the Standard General Shares to Athens pursuant to the exempt exercise of the Sale Right by Standard General.
[F4]Referred to in the Issuer's Certificate of Incorporation as "Series A Conversion Price."
[F5]Subject to regulatory approval as provided in the Issuer's Certificate of Incorporation, the shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock are convertible at any time and have no expiration date.
[F6]As the sole member of Athens, Daniel Gilbert ("Mr. Gilbert") may be deemed to be the indirect beneficial owner (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of any securities beneficially owned by Athens.
[F7]Each of the Reporting Persons disclaims beneficial ownership of the securities reported hereon except to the extent of their respective pecuniary interest therein.
[F8]As previously reported, on May 16, 2013, Brigade exercised the Sale Right by delivering to Athens a "Sale Right Exercise Notice" pursuant to the terms of the Investor Rights Agreement with respect to all of the securities of the Issuer then held by Brigade, which securities consisted of an aggregate of: (x) 94,999 shares of Series A-1 Preferred Stock, (y) 121,676 shares of Series A-2 Preferred Stock, and (z) warrants to purchase 273,930 shares of Series A-2 Preferred Stock (collectively, the "Brigade Shares").
[F9]On June 11, 2013, the Michigan Gaming Control Board approved the consummation of the purchase and sale of the Brigade Shares to Athens pursuant to the exempt exercise of the Sale Right by Brigade.

Documents

1 file

4
rrd383416.xmlPrimary
FORM 4

Issuer

Greektown Superholdings, Inc.

CIK 0001487685

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001487685

Filing Metadata

Form type: 4
Filed: Jun 12, 8:00 PM ET
Accepted: Jun 13, 5:46 PM ET
Size: 18.7 KB

View on SEC.gov