4//SEC Filing
ROSS STEPHEN 4
Accession 0001209191-10-023307
CIK 0001043325other
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 3:19 PM ET
Size
17.9 KB
Accession
0001209191-10-023307
Insider Transaction Report
Form 4
ROSS STEPHEN
10% Owner
Transactions
- Other
Series A Special Shares
2010-03-05+3,466,694→ 3,466,694 total(indirect: See Footnote)→ Common Shares (52,000,407 underlying) - Other
Option (Right to Buy)
2010-03-05+1→ 1 total(indirect: See Footnote)From: 2010-04-05Exp: 2012-03-05→ See Footnote - Other
Series A Special Shares
2010-03-05−3,466,694→ 0 total(indirect: See Footnote)→ Common Shares (52,000,407 underlying) - Other
11.0% Cumulative Convertible Preferred Shares, Series A-1
2010-03-05−7,192,380→ 0 total(indirect: See Footnote)→ Common Shares (7,828,186 underlying)
Footnotes (7)
- [F1]On March 5, 2010, Centerline Holding Company (the "Issuer") consummated a capital restructuring (the "Restructuring"). Prior to the Restructuring, the Issuer's 11.0% Cumulative Convertible Preferred Shares, Series A-1 (the "11% Shares") were convertible into the Issuer's common shares (the "Common Shares") at a conversion rate of 1.0884 and were to be redeemed on January 25, 2018. In connection with the Restructuring, on March 5, 2010, the 11.0% Shares were reclassified in a transaction exempt under Rule 16b-7 (the "Reclassification") into the Issuer's Special Series A Shares (the "Special Series A Shares"). As part of the Reclassification, the 10,843,492 11% Shares held by Related Special Assets LLC ("RSA") were reclassified into 5,226,513 Special Series A Shares. (continued in footnote 2)
- [F2](continued from footnote 1) As part of the Restructuring and pursuant to a Purchase and Sale Agreement (the "Purchase and Sale Agreement") dated as of March 5, 2010 by and between RSA and C-III Capital Partners LLC ("Capital Partners"), an equity investor in the Restructuring, immediately following the Reclassification, RSA sold its 5,226,513 Special Series A Shares to Capital Partners in exchange for (i) $100,000 ($0.009 per 11% Share or $0.019 per Special Series A Share), (ii) a Class A Profits Membership Interest in Capital Partners (as described below) and (iii) an option allowing RSA to purchase 2,327,725 Special Series A Shares from Capital Partners (the "Option"). (continued in footnote 3)
- [F3](continued from footnote 2) After conversion of the Special Series A Shares into Common Shares as described in footnote (5) below, the Option will be exercisable for 34,915,875 Common Shares, subject to adjustment. The Option is exercisable during the period commencing on April 5, 2010 and ending on March 5, 2012, unless earlier terminated as provided in the Purchase and Sale Agreement, at an exercise price equal to the fair market value of the Special Series A Shares (or the Common Shares if the Special Series A Shares have converted into Common Shares) on the date of exercise. The Class A Profits Membership Interest entitles RSA to 5% of the distributions, if any, made by Capital Partners after each initial investor in Capital Partners has received the return of its capital contribution.
- [F4]Represents Mr. Ross' pecuniary interest in the 10,843,492 11% Shares held by RSA that were reclassified into 5,226,513 Special Series A Shares, based on Mr. Ross' approximate 66.3% indirect interest in RSA. Mr. Ross, through SMR Funding, L.P., JMP New York Ltd. and Seventh Green Associates, L.P., as well as directly, holds a 67.6% interest in Related Management Holdco LLC, which has a 98% interest in RSA. The filing of this statement shall not be deemed to be an admission that Mr. Ross is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement
- [F5]Each Special Series A Share is the equivalent of 15 Common Shares, on an as-converted basis, as to both voting and economic rights. Each Special Series A Share will automatically convert into 15 Common Shares (the "Conversion") upon adoption of an amendment to the Issuer's Second Amended and Restated Trust Agreement, as amended to date, to increase the number of Common Shares authorized for issuance to at least the number of Common Shares necessary to effectuate the conversion of all outstanding Special Series A Shares into Common Shares (the "Trust Amendment"). The Trust Amendment is expected to be adopted by the Issuer's shareholders at the Issuer's upcoming annual meeting. The Special Series A Shares have no expiration date.
- [F6]Represents Mr. Ross' pecuniary interest in the 5,226,513 Special Series A Shares issued to RSA in the Reclassification and then immediately sold by RSA to Capital Partners.
- [F7]Mr. Ross has an approximate 66.3% interest in the Option. Accordingly, he has a pecuniary interest in 1,543,957 Special Series A Shares (or approximately 23,159,351 Common Shares after the Conversion) covered by the Option.
Documents
Issuer
CENTERLINE HOLDING CO
CIK 0001043325
Entity typeother
Related Parties
1- filerCIK 0001222148
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 3:19 PM ET
- Size
- 17.9 KB