4//SEC Filing
LEWIS EDWIN H 4
Accession 0001209191-11-039245
CIK 0001476719other
Filed
Jul 11, 8:00 PM ET
Accepted
Jul 12, 4:14 PM ET
Size
11.3 KB
Accession
0001209191-11-039245
Insider Transaction Report
Form 4
LEWIS EDWIN H
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock, par value $0.0001
2011-06-22+641,394→ 641,394 total(indirect: See Footnotes) - Disposition to Issuer
Series A Voting Preferred Stock, par value $.0001
2011-06-22−64,139.4→ 190,124.9 total(indirect: See Footnotes) - Exercise/Conversion
New Crumbs Class B Exchangeable Units
2011-06-22−641,394→ 1,901,249 total(indirect: See Footnotes)→ Common Stock (641,394 underlying)
Footnotes (6)
- [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 EHL Holdings LLC ("EHL") 254,264.3 shares of Series A Voting Preferred Stock (the "Preferred Stock") and a subsidiary of the Issuer issued to EHL 2,542,643 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)...Subsequently, on June 22, 2011, 64,139.4 shares of Preferred Stock were automatically redeemed by the Issuer in connection with the exchange of 641,394 Class B Units for 641,394 shares of the Issuer's common stock by EHL, pursuant to the Exchange and Support Agreement ("Exchange and Support Agreement") among the Issuer, Crumbs and the Members of Crumbs dated May 5, 2011, entered into in connection with the merger transaction. Furthermore, upon the occurrence of certain contingent events outside the control of EHL, the Issuer will issue to EHL additional consideration up to an additional 214,499.7 shares of Preferred Stock and up to an additional 2,144,997 Class B Units. Edwin Lewis is the Chairman and sole member of EHL. By virtue of the foregoing, Edwin Lewis 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 EHL...(continued onto next Footnote)
- [F3](continued from previous)...Edwin Lewis 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 Edwin Lewis is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- [F4]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.
- [F5]The Class B Units are immediately exchangeable for one share of Issuer common stock for each Class B Unit.
- [F6]The Class B Units do not expire.
Documents
Issuer
57th Street General Acquisition Corp
CIK 0001476719
Entity typeother
Related Parties
1- filerCIK 0001075004
Filing Metadata
- Form type
- 4
- Filed
- Jul 11, 8:00 PM ET
- Accepted
- Jul 12, 4:14 PM ET
- Size
- 11.3 KB