SEC Form 4 · accession 0000905718-15-000343
CIG WIRELESS CORP. · CIGW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A-1 Non-Convertible Preferred StockF1,F2,F3 | Apr 1, 2015 | J | 11,559 | — | A | 515,817 | I | See Footnotes |
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 StockF5,F2,F3,F4,F6 | $1.00 | Mar 31, 2015 | J | 9,386,490 | A | Mar 31, 2015 | — | Common Stock | 9,386,490 | 118,817,466 | I |
| Series A-2 Convertible Preferred StockF1,F2,F3,F4,F6 | $1.00 | Apr 1, 2015 | J | 3,280,642 | A | Apr 1, 2015 | — | Common Stock | 3,280,642 | 122,098,108 | 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"), in lieu of cash dividends of $1,155,872.78 for the quarter ended March 31, 2015, (i) 11,558.74 shares of Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the "Series A-1 Preferred Stock"); and (ii) 3,280,642 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 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 of the Exchange Act, 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 transactions reported herein, 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.
- F5The Issuer issued to Fir Tree Capital and Fir Tree REF III, pursuant to certain anti-dilution 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 (the "Certificate of Designation"), 9,386,490 shares of Series A-2 Preferred Stock.
- F6There 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.
Remarks
On March 31, 2015, certain Class A membership interests in Communications Infrastructure Group, LLC ("CIG LLC"), a subsidiary of the Issuer, were exchanged for 6,841,008 shares of Common Stock (the "Exchange Shares") pursuant to the Amended and Restated Limited Liability Company Operating Agreement of CIG LLC, dated June 30, 2012, as amended (the "CIG LLC Agreement"). Pursuant to the CIG LLC Agreement, the holders of the Exchange Shares are obligated to deliver the Exchange Shares to the Issuer, on behalf and for the benefit of Fir Tree Capital and Fir Tree REF III, and until so delivered, the Exchange Shares are to be held in trust by the holders thereof as the property of Fir Tree Capital and Fir Tree REF III. As of the date of filing of this Form 4, Fir Tree Capital and Fir Tree REF III disclaim all pecuniary interest in the Exchange Shares solely for purposes of Section 16 of the Exchange Act. The Reporting Persons understand that the holders of the Exchange Shares will be responsible for making appropriate filings pursuant to Section 16(a) of the Exchange Act in connection with the issuance of the Exchange Shares. The filing of this Form 4 shall not be construed as an admission that any of Fir Tree Capital, Fir Tree REF III or the Reporting Persons is or was solely for the purposes of Section 16(a) of the Exchange Act the beneficial owner of any of the Exchange Shares. Pursuant to Rule 16a-1 of the Exchange Act, Fir Tree Capital, Fir Tree REF III and the Reporting Persons disclaim such beneficial ownership. The foregoing statements are without prejudice to all rights and remedies Fir Tree Capital, Fir Tree REF III or any of their respective affiliates may have in connection with the Exchange Shares under the CIG LLC Agreement or otherwise, all of which are hereby expressly reserved.