4//SEC Filing
Naphtha Holding, LTD 4
Accession 0001185185-19-001462
CIK 0000719209other
Filed
Oct 28, 8:00 PM ET
Accepted
Oct 29, 5:40 PM ET
Size
8.2 KB
Accession
0001185185-19-001462
Insider Transaction Report
Form 4
ISRAMCO INCISRL
Naphtha Holding, LTD
10% Owner
Transactions
- Other
Common Stock
2019-10-25+770,865→ 2,693,382 total(indirect: Acquired by company under common control see note below)
Footnotes (3)
- [F1]On October 25, 2019, pursuant to the Agreement and Plan of Merger dated as of May 20, 2019 (the "Merger Agreement"), by and among Isramco, Inc. (the "Company"), Naphtha Israel Petroleum Corporation Ltd. ("Naphtha"), Naphtha Holding Ltd. ("NHL"), I.O.C. - Israel Oil Company, Ltd. ("IOC"), and Naphtha US Oil, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as an indirect wholly owned subsidiary of Naphtha. Each share of Company common stock ("Common Stock") issued and outstanding prior to the effective time of the Merger ("Effective Time") was converted into the right to receive $121.40 per share ("Merger Consideration"), excluding (a) Common Stock owned by NHL or IOC, (b) treasury stock and (c) dissenting shares. Merger Sub capital stock owned by IOC automatically converted at the Effective Time into 770,865 shares of Common Stock, equal to the number of shares converted into the right to receive Merger Consideration.
- [F2]This report includes securities indirectly and directly held or held under common control with NHL, including (a) 1,592,841 shares of Common Stock held directly by NHL immediately prior to the Effective Time, (b) 329,676 shares of Common Stock held by IOC immediately prior to the Effective Time, and (c) 770,865 shares of Common Stock issued to IOC pursuant to the terms of the Merger Agreement (see footnote 1) and thus held indirectly by NHL.
- [F3]Haim Tsuff owns 100% of United Kingsway Ltd., which through YHK General Manager Ltd. ("YHK Manager"), controls various entities, which may be deemed to control the Company. The general partner of YHK Investment LP ("YHK") is YHK Manager. YHK owns of record approximately 36.2% of Equital Ltd. Equital Ltd. owns 100% of J.O.E.L. - Jerusalem Oil Exploration Ltd. ("JOEL"). JOEL owns approximately 64.5% of Naphtha, which holds 100% of NHL and 99.99% of IOC.
Documents
Issuer
ISRAMCO INC
CIK 0000719209
Entity typeother
Related Parties
1- filerCIK 0001294555
Filing Metadata
- Form type
- 4
- Filed
- Oct 28, 8:00 PM ET
- Accepted
- Oct 29, 5:40 PM ET
- Size
- 8.2 KB