SEC Form 4 · accession 0000905718-15-000303
CIG WIRELESS CORP. · CIGW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jeffrey Tannenbaum
10% Owner
FIR TREE INC.
10% Owner
Camellia Partners, LLC
10% Owner
Andrew Fredman
10% Owner
Period of report
Mar 13, 2015
Accepted (ET)
Mar 17, 2015 · 5:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001432754
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-2 Convertible Preferred StockF1,F6,F2,F3,F4,F5 | $1.00 | Mar 13, 2015 | J | 20,228,574 | A | Mar 13, 2015 | — | Common Stock | 20,228,574 | 109,430,976 | I |
Explanation of responses
- F1CIG Wireless Corp. (the "Issuer") issued to Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") and Fir Tree REF III Tower LLC, a Delaware limited liability company ("Fir Tree REF III"), pursuant to certain rights of Fir Tree Capital and Fir Tree REF III contained in the Certificate of Designation, Preferences and Rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of the Issuer ("Certificate of Designation"), 20,228,574 shares of Series A-2 Convertible Preferred Stock, $0.00001 par value per share (the "Series A-2 Preferred Stock").
- F2The filing of this Form 4 shall not be construed as an admission that Camellia Partners, LLC, Fir Tree Inc., Jeffrey Tannenbaum or Andrew Fredman (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.00001 per share (the "Common Stock"), Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the "Series A-1 Preferred Stock") or Series A-2 Preferred Stock, of the Issuer owned by Fir Tree Capital or Fir Tree REF III. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership.
- F3Camellia Partners, LLC, the general partner of Fir Tree Capital, and Fir Tree Inc., the investment manager of Fir Tree Capital and Fir Tree REF III, hold indirectly the Series A-1 Preferred Stock and Series A-2 Preferred Stock through the account of Fir Tree Capital and Fir Tree REF III, respectively; Jeffrey Tannenbaum, a principal of Camellia Partners, LLC and the principal of Fir Tree Inc., and Andrew Fredman, a principal of Camellia Partners, LLC , at the time of the transaction, controlled the disposition and voting of the Series A-1 Preferred Stock and Series A-2 Preferred Stock. Camellia Partners, LLC receives performance-based allocation and Fir Tree Inc. receives an asset-based fee from Fir Tree Capital and Fir Tree REF III.
- F4The shares of Series A-2 Preferred Stock are currently convertible on a 1-for-1 basis into shares of Common Stock.
- F5There is no expiration date with respect to the Series A-2 Preferred Stock; however, the Series A-2 Preferred Stock may be redeemed at the option of the holder upon certain events, as set forth in the Certificate of Designation.
- F6As discussed in Amendment No. 7 to Schedule 13D filed by Fir Tree Inc., Fir Tree Capital and Fir Tree REF III with the Securities and Exchange Commission on February 13, 2015, Fir Tree Capital and Fir Tree REF III agreed to and acknowledged the cancellation and disposition to the Issuer of 5,106 shares of Series A-2 Preferred Stock effective as of January 21, 2015. The 5,106 shares of Series A-2 Preferred Stock were canceled and disposed of to the Issuer for no value, as approved by the Issuer's board of directors. The cancellation was not required to be reported on Form 4 due to an available exemption from Section 16 of the Exchange Act.