SEC Form 4 · accession 0001144204-17-004863
Axar Acquisition Corp. · AXAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 9:39 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 StockF1,F2 | Jan 26, 2017 | S$0 | 1,189,565 | — | D | 6,108,262 | 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 | Jan 26, 2017 | S | 1,310,000 | D | — | — | Common Stock | 1,310,000 | 5,240,000 | I |
| Warrants (Right to Buy)F5,F2,F6,F7 | $12.50 | Oct 11, 2016 | J | 675,000 | A | — | — | Common Stock | 675,000 | 675,000 | I |
Explanation of responses
- F1Pursuant to the terms of the Securities Purchase Agreement, dated as of January 26, 2017, by and between Axar Master Fund Ltd. ("Axar") and Yoav Wiegenfeld, Axar sold such shares of common stock and private placement warrants to Mr. Wiegenfeld for an aggregate of $2.00 and, upon the closing of the Issuer's initial business combination, Mr. Wiegenfeld will pay to Axar an additional $200,000.00.
- 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 private placement warrants will become exercisable 30 days after the completion of the Issuer's initial business combination.
- F4The private placement warrants will expire five years after the date on which they first become exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.
- F5On October 7, 2016, the Issuer declared a warrant dividend, payable to all holders of record of common stock on October 11, 2016 (the "record date"), consisting of one-half of one warrant per share of common stock. Pursuant to the terms of the Agreement, dated September 16, 2016 (as amended on September 27, 2016), by and among Axar, AR Capital, LLC and the Issuer, Axar waived its rights to receive such dividend with respect to 5,947,827 shares of common stock it held as of the record date, and as a result received 675,000 warrants with respect to the other 1,350,000 shares of common stock it held as of the record date.
- F6The warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) October 17, 2017.
- F7The warrants will expire five years after the date on which the Issuer completes its initial business combination, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.