SEC Form 3 · accession 0001144204-17-040591
EMERGENT CAPITAL, INC. · EMGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Evermore Global Advisors, LLC
10% Owner
Period of report
Jul 28, 2017
Accepted (ET)
Aug 4, 2017 · 4:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001494448
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 11,185,000 | I | By client |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (rights to buy) to purchase Common StockF1,F3,F2 | $0.20 | holding | — | — | — | — | Jul 28, 2025 | Common Stock | 2,907,821 | — | I |
Explanation of responses
- F1The securities are held by Evermore Global Advisors, LLC ("Evermore") on behalf of its investment advisory client, Sirius International Insurance Corporation (publ) ("Sirius"). Evermore has sole voting and dispositive power with respect to the securities, but disclaims beneficial interest in such securities except to the extent of its indirect pecuniary interest therein.
- F2The Warrants will vest at later times tied to the conversion of the Issuer's outstanding senior unsecured convertible notes outstanding as of July 28, 2017 (the "Outstanding Convertible Notes") into shares of the Issuer's common stock on a 1 to 1 basis; provided that upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Outstanding Convertible Notes are converted into shares of the Issuer's common stock, or (y) all of the Outstanding Convertible Notes are no longer outstanding, then all remaining shares of the Issuer's common stock under the Warrants will vest and become immediately exercisable.
- F3Subject to adjustment in accordance with Article 3 of the Warrants.
Remarks
Evermore acquired 37,500,000 shares of Common Stock and Warrants to Purchase 9,750,000 shares of Common Stock of the Issuer on behalf of its investment advisory clients, including the Evermore Global Value Fund and Sirius. Evermore has sole voting and dispositive power with respect to these securities, but disclaims beneficial interest in such securities except to the extent of its indirect pecuniary interest in the securities owned by Sirius and reported above in Table I and Table II.