3//SEC Filing
Singerman Real Estate, LLC 3
Accession 0001193805-14-001606
CIK 0001397403other
Filed
Aug 3, 8:00 PM ET
Accepted
Aug 4, 4:14 PM ET
Size
40.3 KB
Accession
0001193805-14-001606
Insider Transaction Report
Form 3
SRE Monarch, LLC
10% Owner
Holdings
- (indirect: By LLC)
Series B-2 Cumulative Convertible Preferred Stock
→ Common Stock (5,595,148 underlying)
Holdings
- (indirect: By LLC)
Series B-2 Cumulative Convertible Preferred Stock
→ Common Stock (5,595,148 underlying)
Singerman Seth
Director10% Owner
Holdings
- (indirect: By LLC)
Series B-2 Cumulative Convertible Preferred Stock
→ Common Stock (5,595,148 underlying)
Holdings
- (indirect: By LLC)
Series B-2 Cumulative Convertible Preferred Stock
→ Common Stock (5,595,148 underlying)
SRE Monarch Investor, LLC
10% Owner
Holdings
- (indirect: By LLC)
Series B-2 Cumulative Convertible Preferred Stock
→ Common Stock (5,595,148 underlying)
Singerman Real Estate, LLC
10% Owner
Holdings
- (indirect: By LLC)
Series B-2 Cumulative Convertible Preferred Stock
→ Common Stock (5,595,148 underlying)
Holdings
- (indirect: By LLC)
Series B-2 Cumulative Convertible Preferred Stock
→ Common Stock (5,595,148 underlying)
Footnotes (4)
- [F1]The Series B-2 Cumulative Convertible Preferred Stock ("Series B-2 Preferred Stock") is convertible at any time into the Issuer's common stock, par value $0.01 per share ("Common Stock"). Each share of Series B-2 Preferred Stock is convertible, at the election of the holder, into a number of shares of Common Stock determined by dividing (i) the sum of (a) $3.2171 (the "Original Price") and (b) all accrued and unpaid dividends on such Series B-2 Preferred Stock by (ii) the then effective conversion price. Initially, each share of Series B-2 Preferred Stock is convertible into one share of Common Stock. The conversion price, and number of shares issuable upon conversion of Series B-2 Preferred Stock, are subject to adjustment as provided in the Certificate of Designation of Series B-1 Cumulative Convertible Preferred Stock and Series B-2 Cumulative Convertible Preferred Stock of the Issuer.
- [F2]Series B-2 Preferred Stock will automatically be converted into shares of Common Stock at the then effective conversion price upon the closing of a sale of shares of Common Stock at a price equal to or greater than two and a quarter times (2.25x) the Original Price (subject to adjustment in accordance with the Certificate of Designation), in a firm commitment underwritten public offering and listing of the Common Stock on a national securities exchange, pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75,000,000 of gross proceeds to the Issuer.
- [F3]This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). The securities reported herein are directly owned by SRE Monarch, LLC ("SRE Monarch"). SRE Monarch Investor, LLC directly owns, and Singerman Real Estate Opportunity Fund I, L.P. ("SRE Fund I") indirectly owns, a majority of the equity of SRE Monarch. Singerman Real Estate Management Company, L.P. ("SRE Management") is the investment manager of SRE Monarch and SRE Fund I. Seth Singerman is the sole member and manager of Singerman Real Estate, LLC and Singerman Real Estate Fund I GP, LLC, which serve as the general partners of SRE Management and SRE Fund I, respectively.
- [F4]In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by SRE Monarch is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Documents
Issuer
IMH Financial Corp
CIK 0001397403
Entity typeother
IncorporatedIL
Related Parties
1- filerCIK 0001614894
Filing Metadata
- Form type
- 3
- Filed
- Aug 3, 8:00 PM ET
- Accepted
- Aug 4, 4:14 PM ET
- Size
- 40.3 KB