SEC Form 4 · accession 0000905718-15-000498
CIG WIRELESS CORP. · CIGW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Romain Gay-Crosier
Officer — Chief Financial Officer
Period of report
May 15, 2015
Accepted (ET)
May 19, 2015 · 7:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001432754
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 15, 2015 | U | 631,792 | — | D | 0 | D | |
| Common StockF3 | May 15, 2015 | U | 6,317 | — | D | 0 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On May 15, 2015, CIG Wireless Corp. (the "Company") consummated the transactions (the "Merger Transactions") contemplated by the Agreement and Plan of Merger, dated as of March 20, 2015, as amended on March 26, 2015 and May 1, 2015 (as amended, the "Merger Agreement"), by and among the Company, Vertical Steel Merger Sub Inc. and Vertical Bridge Acquisitions, LLC. As a result, effective May 15, 2015, all 631,792 outstanding shares of the Company's restricted common stock, par value $0.00001 per share, previously issued pursuant to the Company's 2014 Equity Incentive Plan to Mr. Romain Gay-Crosier, the Company's Chief Financial Officer, were cancelled upon payment of 75% of the approximately $335 thousand payable to Mr. Gay-Crosier in connection with such transactions, pursuant and subject to the terms of the Company's 2015 Incentive Bonus Plan (the "Bonus Plan") and the related award agreement.
- F2Copies of the Bonus Plan and the related award agreement to Mr. Gay-Crosier were previously filed as Exhibits 10.74 and 10.76, respectively, to the Company's Form 10-K for the fiscal year ended December 31, 2014, and are incorporated herein by reference. The details of the transactions described in Note 1 were previously reported in the Company's information statement on Schedule 14C, filed with the Securities and Exchange Commission on April 16, 2015 (under the heading "The Merger--Interests of Our Directors and Officers in the Merger") and in the supplement thereto filed with the Securities and Exchange Commission on May 8, 2015 (collectively, the "Information Statement"), which is incorporated by reference into this Form 4. Mr. Gay-Crosier also had certain other interests in the Merger Transactions, which were previously reported in the Information Statement.
- F3On May 15, 2015, as a result of the Merger Transactions, all 6,317 outstanding shares of the Company's restricted common stock, par value $0.00001 per share, previously issued pursuant to the Company's 2014 Equity Incentive Plan to Mr. Gay-Crosier's spouse were cancelled for no consideration. Mr. Gay-Crosier's spouse is entitled to receive a $25 thousand retention bonus in connection with the Merger Transactions. The details of the cancellation of the Company's restricted common stock in connection with the Merger Transactions were previously reported in the Information Statement, which is incorporated by reference into this Form 4.
Remarks
In connection with the consummation of the Merger Transactions, as previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2015, Mr. Gay-Crosier ceased to hold his position as the Chief Financial Officer of the Company. As a result, Mr. Gay-Crosier is no longer subject to the reporting requirements of Section 16 under the Securities Exchange Act of 1934, as amended, with respect to the equity securities of the Company.