4//SEC Filing
BAUER JASON 4
Accession 0001209191-11-027102
CIK 0001476719other
Filed
May 8, 8:00 PM ET
Accepted
May 9, 8:45 PM ET
Size
10.7 KB
Accession
0001209191-11-027102
Insider Transaction Report
Form 4
BAUER JASON
DirectorCEO and President10% Owner
Transactions
- Award
Series A Voting Preferred Stock, par value $.0001
2011-05-05+190,124.9→ 190,124.9 total(indirect: See Footnotes) - Award
New Crumbs Class B Exchangeable Units
2011-05-05+1,901,249→ 1,901,249 total(indirect: See Footnotes)→ Common Stock (1,901,249 underlying)
Footnotes (7)
- [F1]57th Street General Acquisition Corp. (the "Issuer") and Crumbs Holdings LLC ("Crumbs") consummated a merger transaction on May 5, 2011, pursuant to a Business Combination Agreement between the Issuer, 57th Street Merger Sub LLC, a subsidiary of the Issuer, and Crumbs dated January 9, 2011, as amended. As consideration for consummating the merger transaction, the Issuer issued to Bauer Holdings Inc. (fka Crumbs, Inc.) ("Bauer Holdings") 190,124.9 shares of Series A Voting Preferred Stock (the "Preferred Stock") and a subsidiary of the Issuer issued to Bauer Holdings 1,901,249 New Crumbs Class B Exchangeable Units (the "Class B Units"), each of which is exchangeable for one share of the Issuer's common stock...(continued onto next Footnote)
- [F2](continued from previous)...Furthermore, upon the occurrence of certain contingent events outside the control of Bauer Holdings or Jason Bauer, the Issuer will issue to Bauer Holdings additional consideration up to 124,875.6 shares of Preferred Stock and up to 1,248,756 Class B Units, and will issue to Jason Bauer additional consideration up to 29,875.5 shares of Preferred Stock and up to 298,755 Class B Units. Each of Jason Bauer, Mia Bauer and Victor Bauer own one-third of the shares of common stock of Bauer Holdings, respectively, and each serves as a director of Bauer Holdings...(continued onto next Footnote)
- [F3](continued from previous)...By virtue of the foregoing, Jason Bauer may be deemed to share the voting power and the power to direct the disposition of the 190,124.9 shares of Preferred Stock and the 1,901,249 Class B Units held by Bauer Holdings. Jason Bauer disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Jason Bauer is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Jason Bauer serves on the Board of Directors of the Issuer. (continued on the next footnote)...
- [F4](continued from the last footnote)...As a result of its relationship with a director of the Issuer, Bauer Holdings has been recognized by the Board of Directors of the Issuer as a director by deputization of the Issuer and the Board of Directors of the Issuer specifically approved the issuance of the securities to which this report relates before such securities were issued. Bauer Holdings is filing a Form 4 seperately.
- [F5]Each of the Class B Units are initially exchangeable for one share of common stock of the Issuer without additional consideration, subject to the Exchange and Support Agreement among the Issuer, Crumbs and the Members of Crumbs dated May 5, 2011.
- [F6]The Class B Units are immediately exchangeable for one share of Issuer common stock for each Class B Unit.
- [F7]The Class B Units do not expire.
Documents
Issuer
57th Street General Acquisition Corp
CIK 0001476719
Entity typeother
Related Parties
1- filerCIK 0001168642
Filing Metadata
- Form type
- 4
- Filed
- May 8, 8:00 PM ET
- Accepted
- May 9, 8:45 PM ET
- Size
- 10.7 KB