SEC Form 4 · accession 0001140361-15-015225
National Bank Holdings Corp · NBHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ELLIOTT INTERNATIONAL, L.P.
10% Owner
Period of report
Apr 9, 2015
Accepted (ET)
Apr 13, 2015 · 5:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001475841
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, Par Value $0.01F1,F2 | holding | — | — | — | 2,346,782 | I | By Elliott Opus Holdings LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Principal Amount Derivative AgreementF1,F3 | $18.571 | Apr 9, 2015 | J | 1 | A | — | Mar 30, 2016 | Class A Common Stock, Par Value $0.01 | 9,900 | 1 | D |
Explanation of responses
- F1This Form 4 is filed jointly by Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA" and, together with Elliott International, the "Reporting Persons"). EICA, as the investment manager of Elliott International, may be deemed to beneficially own the securities owned by directly by Elliott International. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- F2Securities owned directly by Elliott Opus Holdings LLC, a wholly-owned subsidiary of Elliott International. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the securities owned by directly by Elliott Opus Holdings LLC.
- F3Notional principal amount derivative agreement (the "Derivative Agreement") in the form of a cash settled swap entered into by the Reporting Persons. The Derivative Agreement provides the Reporting Persons with economic results that are comparable to the economic results of ownership payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Derivative Agreement (such shares, the "Subject Shares"). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparty to the Derivative Agreement is an unaffiliated third party financial institution.