SEC Form 4 · accession 0001094891-16-000663
Tecnoglass Inc. · TGLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Joaquin Fernandez
Officer — Chief Financial Officer · 10% Owner
Energy Holding Corp
10% Owner
Becerra Alberto Jose Velilla
10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Dec 22, 2016 · 7:48 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001534675
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F4,F6 | Dec 31, 2014 | J | 500,000 | $0.00 | A | 19,891,270 | D | |
| Ordinary SharesF2,F4,F6 | Dec 31, 2015 | J | 1,000,000 | $0.00 | A | 19,891,270 | D | |
| Ordinary SharesF3,F5,F6 | Dec 20, 2016 | J | 1,500,000 | $0.00 | A | 21,621,442 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 31, 2014, Energy Holding Corp. ("EHC") became entitled to receive 500,000 ordinary shares of the issuer pursuant to an "earn-out" provision contained in the Agreement and Plan of Reorganization ("Merger Agreement") consummated in connection with the issuer's December 2013 merger. The Merger Agreement provided that EHC would receive the shares, for no additional consideration, if the issuer's EBITDA for the fiscal year ending December 31, 2016 exceeded $36 million. The issuer's EBITDA for the fiscal year ending December 31, 2014 exceeded such amount, as a result of which EHC acquired the shares pursuant to the Merger Agreement. The number of shares issuable pursuant to the earn-out right was determined on August 17, 2013 pursuant to the terms of the Merger Agreement which set forth the exact number of shares subject to such earn-out right. Accordingly, EHC's right to receive such shares became fixed and irrevocable on December 20, 2013, the effective date of the merger.
- F2On December 31, 2015, EHC became entitled to receive 1,000,000 ordinary shares of the issuer pursuant to the "earn-out" provision contained in the Merger Agreement consummated in connection with the issuer's December 2013 merger. The Merger Agreement provided that EHC would receive the shares, for no additional consideration, if the issuer's EBITDA for the fiscal year ending December 31, 2015 exceeded $40 million. The issuer's EBITDA for the fiscal year ending December 31, 2015 exceeded such amount, as a result of which EHC acquired the shares pursuant to the Merger Agreement. The number of shares issuable pursuant to the earn-out right was determined on August 17, 2013 pursuant to the terms of the Merger Agreement which set forth the exact number of shares subject to such earn-out right. Accordingly, EHC's right to receive such shares became fixed and irrevocable on December 20, 2013, the effective date of the merger.
- F3On December 20, 2016, EHC became entitled to receive 1,500,000 ordinary shares of the issuer pursuant to the "earn-out" provision contained in the Merger Agreement consummated in connection with the issuer's December 2013 merger. The Merger Agreement provided that EHC would receive the shares, for no additional consideration, if the issuer's EBITDA for the fiscal year ending December 31, 2016 exceeded $45 million. The issuer's EBITDA for the fiscal year ending December 31, 2016 exceeded such amount, as a result of which EHC acquired the shares pursuant to the Merger Agreement. The number of shares issuable pursuant to the earn-out right was determined on August 17, 2013 pursuant to the terms of the Merger Agreement which set forth the exact number of shares subject to such earn-out right. Accordingly, EHC's right to receive such shares became fixed and irrevocable on December 20, 2013, the effective date of the merger.
- F4The shares acquired in this transaction are already reflected in prior Form 4 filings by EHC and this Form 4 is simply reporting the transaction itself.
- F5Includes an aggregate of 230,172 shares issued as dividends pursuant to the issuer's regular quarterly dividend plan.
- F6Represents securities held by EHC. As a director of EHC, Mr. Becerra shares voting and dispositive power over securities held by EHC with Mr. Joaquin Fernandez. Messrs. Becerra and Fernandez disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein.