SEC Form 4 · accession 0001140361-16-070911
Tempus Applied Solutions Holdings, Inc. · TMPS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 23, 2016
Accepted (ET)
Jun 27, 2016 · 5:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001628871
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F1,F2 | Jun 23, 2016 | J | 942,138 | — | A | 2,829,646 | I | See footnote |
| Common StockF3,F1,F2 | Jun 23, 2016 | J | 188,428 | — | A | 3,018,074 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B-2 Warrants (Right to Buy)F1,F2,F3 | — | Jun 23, 2016 | J | 192,710 | A | Jul 31, 2015 | Oct 31, 2016 | Common Stock | 942,138 | 0 | I |
| Series B-2 Warrants (Right to Buy)F1,F2,F3 | — | Jun 23, 2016 | J | 38,542 | A | Aug 14, 2015 | Oct 31, 2016 | Common Stock | 188,428 | 0 | I |
Explanation of responses
- F1This Form 4 is being filed (a) by Louis M. Bacon ("Mr. Bacon") who controls Kendall Family Investments, LLC ("Kendall"), and (b) by Kendall. This Form 4 relates to shares of common stock and warrants (the "Securities") of Tempus Applied Solutions Holdings, Inc. (the "Issuer") indirectly beneficially owned by Kendall. As the control person of Kendall, Mr. Bacon may be deemed to be the beneficial owner of the Securities indirectly beneficially owned by Kendall.
- F2The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
- F3On June 23, 2016, Christopher D. Brady, Chart Group, LP and Chart Acquisition Group LLC exercised (i) Series B-2 Warrants into 942,138 shares of common stock, and (ii) Series B-3 Warrants into 188,428 shares of common stock, pursuant to an alternative cashless exercise formula contained in the respective warrants that permitted the holder to obtain, depending on the trading price of the Issuer's common stock, up to 488.9% of the number of shares of common stock that could otherwise be purchased under such warrant pursuant to an exercise for cash. Kendall indirectly beneficially owns the securities of the Issuer beneficially owned by Christopher D. Brady, Chart Group, LP and Chart Acquisition Group LLC and, as a result, reflects the cashless exercise of the Series B-2 Warrants and the Series B-3 Warrants herein.