SEC Form 4 · accession 0001094891-15-000259
Garnero Group Acquisition Co · GGAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mario Garnero
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Sep 28, 2015
Accepted (ET)
Sep 29, 2015 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001603969
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 NoteF3,F1,F2 | $10.00 | Sep 28, 2015 | A | 50,000 | A | — | — | Units | 50,000 | 50,000 | D |
Explanation of responses
- F1The promissory note is convertible, at the Reporting Person's option, at the closing of the Issuer's initial business combination.
- F2Each unit is comprised of one ordinary share, one right and one warrant. Each right would automatically be exchanged for one-tenth of an ordinary share upon the closing of the Issuer's initial business combination. Accordingly, upon conversion, the Reporting Person would receive 1.1 of the Issuer's ordinary shares for each unit underlying the promissory note. Each warrant would entitle the Reporting Person to purchase one-half of one ordinary share at a price of $11.50 per full share. The warrants would become exercisable upon the completion of the Issuer's initial business combination, and would expire five years after the completion by the Issuer of an initial business combination, or earlier upon redemption.
- F3The convertible promissory note was issued in consideration of a loan made by the Reporting Person in the amount of $500,000.