SEC Form 4 · accession 0001094891-15-000307
Capitol Acquisition Corp. III · CLAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L. Dyson Dryden
Officer — President, CFO, Treasurer · Director
Period of report
Oct 16, 2015
Accepted (ET)
Oct 19, 2015 · 4:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001648955
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 16, 2015 | J | 125,000 | — | D | 1,978,750 | I | By Capitol Acquisition Founder 3 LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3,F2,F4,F5 | $11.50 | Oct 16, 2015 | J | 125,000 | D | — | — | Common Stock | 125,000 | 1,912,500 | I |
Explanation of responses
- F1125,000 shares were forfeited for no additional consideration in connection with the underwriters' election not to fully exercise the over-allotment option as described in the Issuer's registration statement on Form S-1.
- F2Mr. Dryden is the managing member of Capitol Acquisition Founder 3 LLC.
- F3Capitol Acquisition Founder 3 LLC committed to purchase 2,037,500 warrants simultaneously with the consummation of the IPO. Such commitment was reduced due to a decrease in the offering size and the underwriters' election not to fully exercise the over-allotment option. As a result, only an aggregate of 1,912,500 warrants were purchased by Capitol Acquisition Founder 3 LLC.
- F4The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the IPO.
- F5The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination.