SEC Form 4 · accession 0001209191-15-054879
Chart Acquisition Corp. · CACG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 18, 2015
Accepted (ET)
Jun 19, 2015 · 9:01 am EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F4,F6 | Jun 18, 2015 | J | 75,768 | $10.00 | D | 527,547 | I | Footnotes |
| Common StockF1,F2,F4,F6 | Jun 18, 2015 | J | 75,768 | $10.00 | D | 448,814 | I | Footnotes |
| Common StockF1,F2,F4,F6 | Jun 18, 2015 | J | 75,768 | $10.00 | D | 18,020 | I | Footnotes |
| Common StockF1,F2,F4,F6 | Jun 18, 2015 | J | 75,768 | $10.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2,F5,F6,F3 | $11.50 | Jun 18, 2015 | J | 75,768 | D | — | — | Common Stock | 75,768 | 527,547 | I |
| WarrantsF1,F2,F5,F6,F3 | $11.50 | Jun 18, 2015 | J | 75,768 | D | — | — | Common Stock | 75,768 | 448,814 | I |
| WarrantsF1,F2,F5,F6,F3 | $11.50 | Jun 18, 2015 | J | 75,768 | D | — | — | Common Stock | 75,768 | 19,020 | I |
| WarrantsF1,F2,F5,F6,F3 | $11.50 | Jun 18, 2015 | J | 75,768 | D | — | — | Common Stock | 75,768 | 0 | D |
Explanation of responses
- F1The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 2) or the General Partner (as defined in Footnote 2) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of (i) the shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of Chart Acquisition Corp. (the "Issuer"), or (ii) the warrants to purchase Common Stock (the "Warrants"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings, and the General Partner disclaims such beneficial ownership, except to the extent of its respective pecuniary interest.
- F2BMCM is the investment manager of BlueMountain Long/Short Credit Master Fund L.P. ("BMLSC"). BMCM, although it directs the voting and disposition of the Common Stock and Warrants held by BMLSC, only receives an asset-based fee relating to the Common Stock and Warrants held by BMLSC. BlueMountain Long/Short Credit GP, LLC (the "General Partner") is the general partner of BMLSC and has an indirect profits interest in the Common Stock and Warrants beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of the General Partner and thus has an indirect profits interest in the Common Stock and Warrants beneficially owned by BMLSC.
- F3No expiration date or date exercisable are provided because the Warrants may be exercised only subject to certain restrictions set forth in Exhibit 4.4 to the Issuer's report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2012.
- F4In connection with a redemption offer by the Issuer that closed on June 18, 2015, BMLSC redeemed 75,768 shares of Common Stock, representing all of the Common Stock held by it.
- F5In connection with a tender offer by the Issuer that closed on June 18, 2015, BMLSC tendered to the Issuer 75,768 Warrants, representing all of the Warrants held by it.
- F6The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.