4//SEC Filing
LEWIS EDWIN H 4
Accession 0001209191-11-056556
CIK 0001476719other
Filed
Nov 15, 7:00 PM ET
Accepted
Nov 16, 7:49 PM ET
Size
8.7 KB
Accession
0001209191-11-056556
Insider Transaction Report
Form 4
LEWIS EDWIN H
Director10% Owner
Transactions
- Disposition to Issuer
Series A Voting Preferred Stock, par value $.0001
2011-11-14−16,450→ 173,674.9 total(indirect: See Footnotes) - Disposition to Issuer
New Crumbs Class B Exchangeable Units
2011-11-14−164,500→ 1,736,749 total(indirect: See Footnotes)→ Common Stock (164,500 underlying)
Footnotes (6)
- [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]Furthermore, upon the occurrence of certain contingent events outside the control of EHL Holdings LLC ("EHL") or the Reporting Person, the Issuer will issue to EHL additional consideration of up to 195,949.7 shares of Preferred Stock and up to 1,959,497 Class B Units. The Reporting Person is the Chairman and sole member of EHL. By virtue of the foregoing, the Reporting Person may be deemed to share the voting power and the power to direct the disposition of the 173,674.9 shares of Preferred Stock and the 1,736,749 Class B Units held by EHL.
- [F3]The Reporting Person 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 the Reporting Person 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 among the Issuer, Crumbs and the Members of Crumbs dated May 5, 2011.
- [F5]Each Class B Unit is immediately exchangeable for one share of Issuer common stock.
- [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
- Nov 15, 7:00 PM ET
- Accepted
- Nov 16, 7:49 PM ET
- Size
- 8.7 KB