SEC Form 4 · accession 0001094891-16-000399
Cambridge Capital Acquisition Corp · CAMB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 23, 2015
Accepted (ET)
Jan 19, 2016 · 12:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001588869
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 23, 2015 | D | 8,473 | — | D | 0 | D | |
| Common StockF2,F3 | Dec 23, 2015 | S$0 | 539,351 | $0.00 | D | 1,043,062 | I | By Gordon Family 2007 Trust |
| Common StockF4,F3 | Dec 22, 2015 | D | 1,043,062 | — | D | 0 | I | By Gordon Family 2007 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF5 | $11.50 | Dec 23, 2015 | D | 5,543 | D | Dec 23, 2015 | Dec 23, 2018 | Common Stock | 5,543 | 0 | D |
Explanation of responses
- F1On September 6, 2015, Cambridge Capital Acquisition Corporation (the "Issuer"), Cambridge Holdco Corp. ("Holdco"), Ability Computer & Software Industries Ltd. ("Ability") and the shareholders of Ability entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), pursuant to which, and subject to the terms and conditions thereof, on December 23, 2015 (the "Closing Date") the Issuer merged with and into Holdco, with Holdco surviving the merger. On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, Mr. Morris disposed of 8,473 shares of common stock of the Issuer in exchange for the same number of shares in Holdco.
- F2These securities were transferred to third parties as consideration for such third parties purchasing shares of common stock of the issuer and agreeing not to seek conversion of such shares in connection with the issuer's business combination with Ability Computer & Software Industries Ltd.
- F3Mr. Morris is the trustee of the Gordon Family 2007 Trust and exercises voting and dispositive power over the shares held by such entity.
- F4On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, the Gordon Family 2007 Trust disposed of 1,043,062 shares of common stock of the Issuer in exchange for the same number of shares in Holdco.
- F5On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, the Warrants were assumed by Holdco in the Merger.