SEC Form 4 · accession 0001144204-15-059995
STG Group, Inc. · STGG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Damian Perl
Director · 10% Owner
Period of report
Oct 17, 2015
Accepted (ET)
Oct 19, 2015 · 5:44 pm 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF1,F2 | $10.61 | Oct 17, 2015 | P | 0 | A | — | — | Common Stock | — | 0 | I |
Explanation of responses
- F1Pursuant to an Amended and Restated Backstop Common Stock Purchase Agreement, dated as of October 17, 2015, which amends the terms to the Backstop Common Stock Purchase Agreement, dated as of October 9, 2015, which was reported on a Form 4 filed on October 13, 2015. 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.
- F2The option to purchase is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.