SEC Form 4 · accession 0001144204-18-057895
Easterly Acquisition Corp. · EACQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darrell W Crate
Director · 10% Owner · Other
Period of report
Nov 5, 2018
Accepted (ET)
Nov 7, 2018 · 1:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001641197
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 5, 2018 | D | 3,375,677 | $0.00 | D | 1,552,323 | I | See footnote (2). |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to acquire common stockF1,F3,F2 | $11.50 | Nov 5, 2018 | D | 6,750,000 | D | — | — | Common Stock | 6,750,000 | 121,500 | I |
Explanation of responses
- F1Disposed of pursuant to the Letter Agreement, dated as of June 23, 2018 (as amended by the First Amendment to Agreement and Plan of Merger and Sponsor Letter on August 29, 2018), by and among Easterly Acquisition Corp. ("Easterly"), Easterly Acquisition Sponsor, LLC (the "Sponsor"), Sirius International Insurance Group, Ltd. ("Sirius Group") and CM Bermuda Ltd., pursuant to which the Sponsor forfeited 3,375,677 shares of Easterly common stock and 6,750,000 private placement warrants to acquire shares of Easterly common stock for no consideration at the closing of the merger of Easterly with a subsidiary of Sirius Group.
- F2The common stock and warrants are held directly by the Sponsor. David Cody, Darrell Crate and Avshalom Kalichstein together have sole voting and investment power over the shares held by the Sponsor.
- F3Held directly by Mr. Crate.