4//SEC Filing
Bauer Mia 4
Accession 0001209191-11-056552
CIK 0001476719other
Filed
Nov 15, 7:00 PM ET
Accepted
Nov 16, 7:22 PM ET
Size
9.9 KB
Accession
0001209191-11-056552
Insider Transaction Report
Form 4
Bauer Mia
VP and Chief Creative Officer10% Owner
Transactions
- Disposition to Issuer
Series A Voting Preferred Stock, par value $.0001
2011-11-14−63,450→ 126,674.9 total(indirect: See Footnotes) - Disposition to Issuer
New Crumbs Class B Exchangeable Units
2011-11-14−634,500→ 1,266,749 total(indirect: See Footnotes)→ Common Stock (634,500 underlying)
Footnotes (7)
- [F1]The securities were forfeited to the Issuer in connection with the Issuer's entry into the Employment Agreement by and among the Issuer, Crumbs Holdings LLC ("Crumbs") and Julian R. Geiger, dated November 14, 2011.
- [F2]The securities are held directly by Bauer Holdings Inc. ("Bauer Holdings"). Furthermore, upon the occurrence of certain contingent events outside the control of Bauer Holdings or Mia Bauer, the Issuer will issue to Bauer Holdings additional consideration up to 53,325.6 shares of Preferred Stock and up to 533,256 Class B Units, and will issue to Mia Bauer additional consideration up to 29,875.5 shares of Preferred Stock and up to 298,755 Class B Units. The Reporting Person is the owner of one-third of the outstanding shares of Bauer Holdings and may be deemed to hold or share the voting and/or dispositive power over the securities held by Bauer Holdings. 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 on the next footnote)
- [F3](continued from previous)...By virtue of the foregoing, Mia Bauer may be deemed to share the voting power and the power to direct the disposition of the 126,674.9 shares of Preferred Stock and the 1,266,749 Class B Units held by Bauer Holdings. Mia Bauer disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that Mia 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 previous 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. Bauer Holdings is filing a Form 4 separately.
- [F5]Each of the Class B Units is initially exchangeable for one share of common stock of the Issuer without additional consideration, subject to the Exchange and Support Agreement by and among the Issuer, Crumbs and the members of Crumbs dated as of May 5, 2011.
- [F6]Each Class B Unit is immediately exchangeable for one share of Issuer common stock.
- [F7]The Class B Units do not expire.
Documents
Issuer
57th Street General Acquisition Corp
CIK 0001476719
Entity typeother
Related Parties
1- filerCIK 0001518848
Filing Metadata
- Form type
- 4
- Filed
- Nov 15, 7:00 PM ET
- Accepted
- Nov 16, 7:22 PM ET
- Size
- 9.9 KB