SEC Form 4 · accession 0001094891-15-000049
KITARA MEDIA CORP. · KITM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan J Ledecky
Director · 10% Owner
Period of report
Jan 28, 2015
Accepted (ET)
Jan 30, 2015 · 2:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001350773
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 28, 2015 | D | 14,460,641 | — | D | 0 | I | Held by Ironbound Partners Fund, LLC, which Mr. Ledecky controls |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F2 | $0.60 | Jan 28, 2015 | D | 750,000 | D | May 8, 2014 | May 7, 2019 | Common Stock | 750,000 | 0 | I |
| Common Stock Purchase WarrantsF3 | $0.825 | Jan 28, 2015 | D | 942,046 | D | Apr 30, 2014 | Apr 29, 2019 | Common Stock | 942,046 | 0 | I |
Explanation of responses
- F1On October 10, 2014, Kitara Holdco Corp. ("Holdco"), Kitara Media Corp. (the "Issuer") and Kitara Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Holdco, entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), pursuant to which, and subject to the terms and conditions thereof, on January 28, 2015 (the "Closing Date") Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Holdco. On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, Mr. Ledecky disposed of 14,460,641 shares of common stock of the Issuer in exchange for the same number of shares in Holdco.
- F2On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, the stock options were assumed by Holdco in the Merger.
- F3On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, the Common Stock Purchase Warrants were assumed by Holdco in the Merger.