SEC Form 4 · accession 0001140361-18-031954
Hawaiian Telcom Holdco, Inc. · HCOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 2, 2018
Accepted (ET)
Jul 9, 2018 · 7:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001487986
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | Jul 2, 2018 | J | 641 | $0.00 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F2,F3,F4 | Jul 2, 2018 | J | 2,651,068 | $0.00 | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of July 9, 2017, among Cincinnati Bell Inc. ("Cincinnati Bell"), Twin Acquisition Corp. and the Issuer (the "Merger Agreement"), at the effective time of the transaction contemplated in the Merger Agreement (the "Merger") on July 2, 2018, each share of Common Stock was cancelled and converted into the right to receive, without interest and subject to applicable tax withholding, at the holder of such share's election and subject to proration as set forth in the Merger Agreement, into: (i) 1.6305 common shares, par value $0.01 per share, of Cincinnati Bell (the "Cincinnati Bell Common Shares"); (ii) 0.6522 Cincinnati Bell Common Shares and $18.45 in cash; or (iii) $30.75 in cash. Any fractional Cincinnati Bell Common Shares will be paid out in cash.
- F2Because the proration procedures have not been completed as of the date of this filing, it is not possible to determine the exact merger consideration to be received by the Reporting Persons for the shares of Common Stock disposed of in the Merger. The closing price of Cincinnati Bell Common Shares on July 2, 2018 was $15.65. As a result of the closing of the Merger, the Reporting Persons ceased to be the beneficial owner of any shares of Common Stock.
- F3Black Diamond Capital Management, LLC ("Black Diamond") exercises investment discretion on behalf of investment advisory affiliates that serve as investment advisers to certain Black Diamond managed funds, for which the Shares are held. Stephen H. Deckoff is the Managing Principal of Black Diamond.
- F4Each of the Reporting Persons disclaims beneficial ownership over the Shares, except to the extent of its or his pecuniary interest therein, and this statement shall not be construed as an admission that such Reporting Person is the beneficial owner of any Shares for purposes of Section 16 of the Exchange Act or for any other purpose.