SEC Form 4 · accession 0001140361-15-043156
Axar Acquisition Corp. · AXAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
LCG HOLDINGS LLC
10% Owner
Luxor Capital Group, LP
10% Owner
LUXOR CAPITAL PARTNERS OFFSHORE LTD
10% Owner
Luxor Capital Partners, LP
10% Owner
Thebes Partners Offshore, Ltd.
10% Owner
Thebes Offshore Master Fund, LP
10% Owner
Period of report
Nov 24, 2015
Accepted (ET)
Nov 30, 2015 · 7:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001615892
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0001 par valueF1,F2,F3,F4 | Nov 24, 2015 | S | 1,800 | $9.8703 | D | 88,746 | I | By Thebes Offshore Master Fund, LP |
| Common Stock, $0.0001 par valueF1,F2,F3,F4 | Nov 30, 2015 | S | 3,400 | $9.87 | D | 85,346 | I | By Thebes Offshore Master Fund, LP |
| Common Stock, $0.0001 par valueF1,F2,F3,F4 | Nov 30, 2015 | S | 3,600 | $9.87 | D | 81,746 | I | By Thebes Offshore Master Fund, LP |
| Common Stock, $0.0001 par valueF1,F2,F5 | holding | — | — | — | 1,843,009 | I | By Luxor Capital Partners, LP | |
| Common Stock, $0.0001 par valueF1,F2,F6 | holding | — | — | — | 2,066,445 | I | By Luxor Capital Partners Offshore Master Fund, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1,F2,F3,F4,F7,F8,F9 | $11.50 | Nov 24, 2015 | S | 900 | D | — | — | Common Stock, $0.0001 par value | 900 | 44,373 | I |
| Warrants (right to buy)F1,F2,F3,F4,F7,F8,F9 | $11.50 | Nov 30, 2015 | S | 1,700 | D | — | — | Common Stock, $0.0001 par value | 1,700 | 42,673 | I |
| Warrants (right to buy)F1,F2,F3,F4,F7,F8,F9 | $11.50 | Nov 30, 2015 | S | 1,800 | D | — | — | Common Stock, $0.0001 par value | 1,800 | 40,873 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").
- F2Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F3Securities sold were units of the Issuer (the "Units"), with each Unit consisting of one share of Common Stock and one-half of one Warrant. The sales price reported herein is the price for each Unit.
- F4Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Thebes Feeder Fund, the owner of a controlling interest in, and together with a minority investor, the owner of 100% of the interests in Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund.
- F5Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund.
- F6Securities owned directly by Offshore Master Fund. Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.
- F7The Warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering.
- F8The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial business combination or earlier upon redemption or liquidation.
- F9Each whole Warrant is exercisable to purchase one share of Common Stock and only whole Warrants are exercisable.