SEC Form 4 · accession 0001213900-18-002765
GD Culture Group Ltd · GDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 6, 2018
Accepted (ET)
Mar 9, 2018 · 2:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001641398
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Feb 6, 2018 | J | 2,350,000 | $10.00 | D | 1,889,000 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF5 | $11.50 | Feb 6, 2018 | P | 3,250,000 | A | Mar 8, 2018 | Feb 6, 2023 | Common Stock | 1,625,000 | 3,250,000 | D |
Explanation of responses
- F1On February 6, 2018, upon the consummation of the Issuer's business combination with China Sunlong Environmental Technology Inc. (the "Business Combination"), the Issuer changed its name from "JM Global Holding Company" to "TMSR Holding Company Limited" and its symbol from "WYIG" to "TMSR."
- F2On February 6, 2018, Qi Zhang resigned as director of JM Global Holding Company.
- F3Effective February 6, 2018, Zhong Hui Holding Limited ("ZHHL") redeemed an aggregate of 2,350,000 shares ("Shares") of common stock at a redemption price of $10.00 per share.
- F4Qi Zhang, the former Chairman of the Issuer, is the sole owner of ZHHL, may be deemed the beneficial owner of the securities held by ZHHL and has sole voting and dispositive control over such securities.
- F5On July 29, 2015, the Reporting Person acquired an aggregate of 3,250,000 units at a price of $10.00 per unit. Each unit consisted of one share of common stock and one warrant to purchase one-half of one share of common stock at an exercise price of $11.50 per full share. The warrants do not become exercisable until 30 days following the consummation of the Business Combination. None of such warrants have been exercised as of the date of this filing.