SEC Form 4 · accession 0001140361-15-013721

Voltari Corp · VLTC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Carl C Icahn

10% Owner

Period of report

Mar 30, 2015

Accepted (ET)

Mar 31, 2015 · 4:48 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001568319

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.001 ("Shares")^F4,F1,F2,F3	Mar 30, 2015	X	4,061,417	$1.36	A	4,739,620	I	please see footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Subscription Rights ("right to buy")^F1,F2,F3,F4	$1.36	Mar 30, 2015	X	678,203	D	Feb 27, 2015	Mar 20, 2015	Shares	4,061,417	0	I

Explanation of responses

F1High River Limited Partnership ("High River") is the direct beneficial owner of: (i) 698,848 Shares; (ii) 142,966 Shares underlying warrants; and (iii) 168,995 shares of Series J preferred stock of Voltari Corporation (formerly Motricity, Inc.) (the "Issuer"). Koala Holding LP ("Koala") is the direct beneficial owner of: (i) 4,040,772 Shares; (ii) 826,637 Shares underlying warrants; and (iii) 977,136 shares of Series J preferred stock of the Issuer.
F2Hopper Investments, LLC ("Hopper") is the general partner of High River. Koala Holding GP Corp. ("Koala GP") is the general partner of Koala. Barberry Corp. ("Barberry") is the sole member of Hopper and the sole stockholder of Koala GP. Carl C. Icahn is the sole stockholder of Barberry. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities.
F3Each of Hopper, Barberry and Mr. Icahn (by virtue of their relationship to High River) may be deemed to indirectly beneficially own the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn (by virtue of their relationship to Koala) may be deemed to indirectly beneficially own the Shares which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
F4Represents Shares acquired upon exercise of basic subscription rights and oversubscription rights allocated to High River and Koala in the rights offering conducted by the Issuer, which expired on March 20, 2015. The acquisition of the subscription rights by High River and Koala was exempt from Section 16 by virtue of Rule 16a-9(b) and the purchase of Shares by High River and Koala pursuant to the exercise of the subscription rights was exempt from Section 16(b) by virtue of Section 16b-6(b).