SEC Form 3 · accession 0001209191-15-002873
Chart Acquisition Corp. · CACG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
John George Gulbin III
10% Owner
Benjamin Scott Terry
10% Owner
Tempus Applied Solutions, LLC
10% Owner
Period of report
Jan 5, 2015
Accepted (ET)
Jan 7, 2015 · 4:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001527349
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| No securities beneficially ownedF1,F2,F3,F4 | holding | — | — | — | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Tempus Applied Solutions, LLC, John G. Gulbin III and Benjamin Scott Terry are filing this Form 3 solely because they may be deemed beneficial owners pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), of 1,766,250 shares of common stock, par value $0.0001 per share of Chart Acquisition Corp. (the "Shares"). The Shares are subject to a Supporting Stockholder Agreement dated as of January 5, 2015 among Tempus Applied Solutions, LLC, John G. Gulbin III, Benjamin Scott Terry and the stockholders of Chart Acquisition Corp. named therein. The Supporting Stockholder Agreement was entered into in connection with the Merger Agreement dated as of January 5, 2015 among Tempus Applied Solutions, LLC, John G. Gulbin III, Benjamin Scott Terry, Chart Acquisition Corp. and the other persons named therein.
- F2For additional information regarding the Supporting Stockholder Agreement and the Merger Agreement, see the Schedule 13D/A filed by Tempus Applied Solutions, LLC, John G. Gulbin III and Benjamin Scott Terry with the Securities and Exchange Commission on January 7, 2015. Tempus Applied Solutions, LLC, John G. Gulbin III and Benjamin Scott Terry each disclaim beneficial ownership of the Shares and this filing shall not be deemed an admission that Tempus Applied Solutions, LLC, John G. Gulbin III and Benjamin Scott Terry are the beneficial owners of such Shares for purposes of Section 16 of the Exchange Act or for any other purposes. Neither Tempus Applied Solutions, LLC nor Messrs. Gulbin or Terry has a 'pecuniary interest' in the Shares.
- F3Tempus Intermediate Holdings, LLC, John G. Gulbin III and Benjamin Scott Terry filed a Form 3 on July 25, 2014 reporting that they may be deemed to beneficially own pursuant to Section 13(d) of the Exchange Act 1,766,250 shares of common stock, par value $0.0001 per share of Chart Acquisition Corp. The 1,766,250 shares of common stock of Chart Acquisition Corp. were subject to a Supporting Stockholder Agreement dated as of July 15, 2014 among Tempus Intermediate Holdings, LLC, John G. Gulbin III, Benjamin Scott Terry and the stockholders of Chart Acquisition Corp. named therein (the "Old Supporting Stockholder Agreement"). The Old Supporting Stockholder Agreement was entered into in connection with the Equity Transfer and Acquisition Agreement dated as of July 15, 2014, among Tempus Intermediate Holdings, LLC, John G. Gulbin III, Benjamin Scott Terry, Chart Acquisition Corp. and the other persons named therein.
- F4(Continued from Footnote 3) On January 5, 2015, the Equity Transfer and Acquisition Agreement and the Old Supporting Stockholder Agreement were terminated effective immediately.