4//SEC Filing
TSUFF HAIM 4
Accession 0001185185-19-001464
CIK 0000719209other
Filed
Oct 28, 8:00 PM ET
Accepted
Oct 29, 7:29 PM ET
Size
9.4 KB
Accession
0001185185-19-001464
Insider Transaction Report
Form 4
ISRAMCO INCISRL
TSUFF HAIM
DirectorCo-Chief Executive Officer
Transactions
- Other
Common Stock
2019-10-25$121.40/sh−61,679$7,487,831→ 0 total - Other
Common Stock
2019-10-25+770,865→ 2,693,382 total(indirect: See footnote 3)
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 the Merger and continuing as an indirect wholly owned subsidiary of Naphtha. Pursuant to the Merger Agreement, each share of Company common stock ("Common Stock") issued and outstanding prior to the effective time of the Merger was converted into the right to receive $121.40 per share in cash (the "Merger Consideration"), excluding (a) Common Stock owned by NHL and IOC, (b) Common Stock owned by the Company as treasury stock and (c) Common Stock for which the holders thereof have perfected their statutory rights of appraisal.
- [F2]Pursuant to the terms of the Merger Agreement, the shares of capital stock of Merger Sub owned by IOC were automatically converted at the effective time of the Merger into 770,865 shares of Common Stock, equal to the number of shares of Common Stock which were converted into the right to receive Merger Consideration.
- [F3]Includes (a) 1,592,841 shares of Common Stock held by NHL immediately prior to the effective time of the Merger, (b) 329,676 shares of Common Stock held by IOC immediately prior to the effective time of the Merger, and (c) 770,865 shares of Common Stock issued to IOC pursuant to the terms of the Merger Agreement (see footnote 2). The reporting person 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 0001433232
Filing Metadata
- Form type
- 4
- Filed
- Oct 28, 8:00 PM ET
- Accepted
- Oct 29, 7:29 PM ET
- Size
- 9.4 KB