SEC Form 4 · accession 0001144204-15-068119

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

Nov 23, 2015

Accepted (ET)

Nov 25, 2015 · 4:49 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001583513

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F4	Nov 23, 2015	P	1,030,103	$10.63	A	3,754,828	I	See Footnote
Common Stock^F2,F4	Nov 23, 2015	D	445,161	$0.00	D	3,309,667	I	See Footnote
Common Stock^F3,F4	Nov 23, 2015	D	35,000	$0.00	D	3,274,667	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Convertible Promissory Note^F5,F6	$10.60	Nov 23, 2015	J	—	D	—	Nov 24, 2015	Common Stock	119,175	I
Convertible Promissory Note^F5,F6	$10.60	Nov 23, 2015	J	—	D	—	Nov 24, 2015	Common Stock	126,772	I
Convertible Promissory Note^F5,F6	$10.60	Nov 23, 2015	J	—	D	—	Nov 24, 2015	Common Stock	117,924	I
Convertible Promissory Note^F5,F6	$10.60	Nov 23, 2015	J	—	D	—	Nov 24, 2015	Common Stock	67,117	I

Explanation of responses

F1Shares acquired pursuant to that certain Amended & Restated Backstop Common Stock Purchase Agreement, dated as of November 23, 2015, by and between Global Defense & National Security Systems, Inc. (the "Company") and Global Defense & National Security Holdings LLC.
F2Shares forfeited to the Company, pursuant to the Stock Purchase Agreement, dated as of June 8, 2015, by and between the Company, STG Group, Inc., the stockholders of STG Group, Inc. and the other parties thereto (the "Stock Purchase Agreement").
F3Shares transferred to the stockholders of STG Group, Inc. for no consideration in connection with the closing of the transactions contemplated by the Stock Purchase Agreement.
F4The Common Stock is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.
F5Following the consummation of the Issuer's initial Business Combination (as defined in the Issuer's Amended and Restated Certificate of Incorporation then in effect) on November 23, 2015, the convertible promissory note became convertible at the option of the holder at the greater of (1) $10.00 per share and (2) $10.60, the 30-day trailing average of the closing price per share. On November 23, 2015, in connection with closing the initial Business Combination and in consideration of the payment by the issuer of the face value of the convertible promissory notes, the outstanding principal due under the convertible promissory notes was repaid and such notes were canceled.
F6The convertible promissory note is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.