4//SEC Filing
HIG GP II INC 4
Accession 0001209191-11-012214
CIK 0001006195other
Filed
Feb 22, 7:00 PM ET
Accepted
Feb 23, 8:54 PM ET
Size
16.5 KB
Accession
0001209191-11-012214
Insider Transaction Report
Form 4
MNAYMNEH SAMI
10% Owner
Transactions
- Purchase
Common Stock
2011-02-18$8.75/sh+22,702,675$198,648,406→ 29,228,221 total
Wonder Holdings, Inc.
10% Owner
Transactions
- Purchase
Common Stock
2011-02-18$8.75/sh+22,702,675$198,648,406→ 29,228,221 total
H.I.G. Bayside Advisors II, L.L.C.
10% Owner
Transactions
- Purchase
Common Stock
2011-02-18$8.75/sh+22,702,675$198,648,406→ 29,228,221 total
Wonder Holdings Acquisition Corp.
10% Owner
Transactions
- Purchase
Common Stock
2011-02-18$8.75/sh+22,702,675$198,648,406→ 29,228,221 total
HIG BAYSIDE DEBT & LBO FUND II LP
10% Owner
Transactions
- Purchase
Common Stock
2011-02-18$8.75/sh+22,702,675$198,648,406→ 29,228,221 total
HIG GP II INC
10% Owner
Transactions
- Purchase
Common Stock
2011-02-18$8.75/sh+22,702,675$198,648,406→ 29,228,221 total
TAMER ANTHONY
10% Owner
Transactions
- Purchase
Common Stock
2011-02-18$8.75/sh+22,702,675$198,648,406→ 29,228,221 total
Footnotes (3)
- [F1]Reflects shares acquired by Wonder Holdings, Inc. (the "Purchaser") (i) during the subsequent offering period for the tender offer (the "Offer") commenced pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 14, 2010 among Matrixx Initiatives, Inc. ("Matrixx"), Wonder Holdings Acquisition Corp. ("Parent") and Purchaser, (ii) from Matrixx upon the exercise of the "top-up" option provided for in the Merger Agreement and (iii) outstanding shares of Matrixx not tendered in the Offer and deemed acquired pursuant to the consummation of the merger of Purchaser with and into Matrixx ("Merger"). At the effective time of the Merger, the aforementioned shares were cancelled and ceased to exist and each share of Purchaser converted into a share of Matrixx. As a result of the Merger, Purchaser's separate corporate existence ceased and Matrixx survived as a direct wholly owned subsidiary of Parent.
- [F2]The reporting persons disclaim beneficial ownership of the securities disclosed herein, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F3]All issued and outstanding shares of Matrixx are now owned directly by Parent. Parent is controlled by H.I.G. Bayside Debt & LBO Fund II, L.P. ("Fund II"). The general partner of Fund II is H.I.G. Bayside Advisors II, LLC ("Advisors II"). H.I.G.-GPII, Inc. ("GPII") is the manager of Advisors II. Sami W. Mnaymneh ("Mnaymneh") and Anthony A. Tamer ("Tamer") are co-presidents, directors and sole shareholders of GPII. Fund II, Advisors II, GPII, Mnaymneh and Tamer may be deemed to be the indirect beneficial owners of these shares.
Documents
Issuer
MATRIXX INITIATIVES INC
CIK 0001006195
Entity typeother
Related Parties
1- filerCIK 0001173671
Filing Metadata
- Form type
- 4
- Filed
- Feb 22, 7:00 PM ET
- Accepted
- Feb 23, 8:54 PM ET
- Size
- 16.5 KB