SEC Form 4 · accession 0001144204-16-127901
Axar Acquisition Corp. · AXAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Axelrod
Officer — CEO and Executive Chairman · Director · 10% Owner
Period of report
Oct 7, 2016
Accepted (ET)
Oct 12, 2016 · 8:29 pm EDT
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 StockF1,F2 | Oct 7, 2016 | P$0 | 5,947,827 | — | A | 7,297,827 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Private Placement Warrants (right to buy)F1,F2,F3,F4 | $12.50 | Oct 7, 2016 | P | 6,550,000 | A | — | — | Common Stock | 6,550,000 | 6,550,000 | I |
Explanation of responses
- F1Pursuant to the terms of the Agreement, dated September 16, 2016 (as amended on September 27, 2016), by and among Axar Master Fund, Ltd., AR Capital, LLC and the Issuer, Axar Master Fund, Ltd. purchased such shares of Common Stock and Private Placement Warrants from AR Capital, LLC for (i) $10.00 in cash and (ii) upon the closing of a business combination by the Issuer, an additional $1,000,000 in cash.
- F2The reported securities are held directly by Axar Master Fund, Ltd. Axar Capital Management, LP serves as investment manager to Axar Master Fund, Ltd. Axar GP, LLC is the sole general partner of Axar Capital Management, LP. Mr. Axelrod is the sole member of Axar GP, LLC and is the managing partner, portfolio manager and majority control person of Axar Capital Management, LP. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F3The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination.
- F4The warrants will expire five years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.