WEISS ANDREW M 4
4 · NTR Acquisition Co. · Filed Mar 19, 2009
Insider Transaction Report
Form 4
WEISS ANDREW M
10% Owner
Transactions
- Other
Common Stock
2009-02-06$10.03/sh−4,238,431$42,511,463→ 0 total(indirect: See Footnote 2) - OtherSwap
Commonly referred to as Total Return Swaps ("TRS")
2009-02-06$10.03/sh−1,105,018$11,083,331→ 0 total(indirect: See Footnote 6)→ Common Stock (1,105,018 underlying) - Other
Warrants
2009-02-06−750,000→ 0 total(indirect: See Footnote 3)Exercise: $7.50→ Common Stock (750,000 underlying)
Footnotes (8)
- [F1]The shares reported herein were cancelled as a result of the liquidation of the issuer announced on February 2, 2009.
- [F2]Shares reported herein represent shares beneficially owned by (i) a private investment partnership of which Mr. Weiss is the Managing Member of the General Partner and (ii) a private investment corporation of which Mr. Weiss is the Managing Member of the Investment Manager (collectively, the "Weiss Entities"). Mr. Weiss disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.
- [F3]Warrants reported herein represent warrants beneficially owned by the Weiss Entities. Mr. Weiss disclaims beneficial ownership of the warrants reported herein except to the extent of his pecuniary interest therein.
- [F4]The warrants expired at zero value upon liquidation of the issuer.
- [F5]The Weiss Entities have entered into certain cash-settled total return swap agreements (each a "Swap") with certain counterparties. Each Swap has an indeterminate termination date and refers to a notional number of shares of Common Stock ("reference shares") of the Issuer as set forth in Table II and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to the Weiss Entities, and the Weiss Entities are obligated to pay the respective counterparty, in cash, amounts that are determined in part by reference to any increase or decrease between an initial reference price per share and the market value of such reference shares on the applicable termination date.
- [F6]None of the Swaps provides for the Weiss Entities or the Reporting Person to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Person disclaims any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.
- [F7]There is no set Conversion or Exercise Price of the Derivative Securities, which are structured as Swaps.
- [F8]The TRS reported herein were settled as a result of the liquidation of the issuer announced on February 2, 2009.