SEC Form 4 · accession 0000914760-15-000218
EveryWare Global, Inc. · EVRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
CLINTON GROUP INC
10% Owner
CLINTON MAGNOLIA FUND LTD
10% Owner
Clinton Spotlight Master Fund LP
10% Owner
Period of report
Jun 2, 2015
Accepted (ET)
Jun 4, 2015 · 4:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001532543
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F4 | Jun 2, 2015 | J | 282,255 | $0.00 | D | 2,635,745 | I | Note |
| Common StockF1,F2,F3,F4 | Jun 2, 2015 | J | 2,635,745 | $0.00 | D | 0 | I | Note |
| Common StockF1,F3,F2,F5 | Jun 2, 2015 | J | 600,000 | $0.00 | D | 9 | I | Note |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF4,F6 | $6.00 | Jun 2, 2015 | J | 4,423,851 | D | Jun 2, 2015 | — | Common Stock | 2,211,925 | 0 | I |
| WarratmsF5,F6 | $6.00 | Jun 2, 2015 | J | 300,000 | D | Jun 2, 2015 | — | Common Stock | 150,000 | 0 | I |
Explanation of responses
- F1Pursuant to the Issuer's Prepackaged Chapter 11 Plan, as supplemented, which was confirmed by the United States Bankruptcy Court for the District of Delaware on May 22, 2015, each share of the Issuer's common stock and each warrant to purchase common stock outstanding prior to the Issuer's emergence from bankruptcy was canceled on June 2, 2015, the Effective Date of the Plan.
- F2On the Effective Date, 282,255 earnout shares of common stock held by Clinton Magnolia Master Fund, Ltd. ("CMAG") were cancelled for no consideration and warrants to purchase 2,211,925 shares of common stock were cancelled for no consideration. It is anticipated that CMAG will receive approximately 3,608 shares of the Issuer's new common stock for the remaining 2,635,745 shares of the Issuer's common stock beneficially owned CMAG on the Effective Date.
- F3On the Effective Date, warrants to purchase 150,000 shares of common stock held by Clinton Spotlight Master Fund, L.P. ("SPOT") were cancelled for no consideration. It is anticipated that SPOT will receive approximately 987 shares of the Issuer's new common stock for the 600,000 shares of the Issuer's common stock beneficially owned SPOT on the Effective date.
- F4Held by CMAG, whose investment manager is Clinton Group, Inc., an entity controlled by George E. Hall.
- F5Held by SPOT, whose investment manager is Clinton Group, Inc., an entity controlled by George E. Hall.
- F6Warrants would have expired five years after the Issuer's initial business combination or sooner on redemption or liquidation.