SEC Form 4 · accession 0001144204-15-059045
STG Group, Inc. · STGG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Oct 8, 2015
Accepted (ET)
Oct 13, 2015 · 7:55 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001583513
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF1,F2 | $10.55 | Oct 8, 2015 | P | 118,483 | A | — | Oct 24, 2015 | Common Stock | 118,483 | 118,483 | D |
| Option to Purchase Common StockF3 | $10.61 | Oct 9, 2015 | P | 471,254 | A | — | — | Common Stock | 471,254 | 471,254 | D |
Explanation of responses
- F1Following the consummation of the Issuer's initial Business Combination (as defined in the Issuer's Amended and Restated Certificate of Incorporation), the convertible promissory note shall be convertible at the option of the holder at the greater of (1) $10.00 per share and (2) the 30-day trailing average of the closing price per share. The information in this table is based on an assumed conversion price of $10.55.
- F2The convertible promissory note only becomes convertible, at the election of Global Defense & National Security Holdings LLC, immediately following the consummation of the Issuer's initial Business Combination.
- F3The option to purchase is pursuant to a Backstop Common Stock Purchase Agreement. The option can only be exercised in connection with the closing of the business combination, and only in the event, and to the extent, the Issuer will not be able to meet the Threshold Cash Amount. The "Threshold Cash Amount" means $20,000,000 in cash available to the Company from (1) the Company's Trust Account (as defined in the Company's Amended and Restated Certificate of Incorporation) at the closing of the business combination between the Issuer and STG Group, Inc. following payment in full to the Company's stockholders who have requested to be redeemed in connection with the closing of the business combination, and (2) the payment of the aggregate purchase price for the option to purchase.