SEC Form 4 · accession 0001104659-15-070418
ESTRE USA INC. · BLVD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Oct 9, 2015
Accepted (ET)
Oct 13, 2015 · 4:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001649173
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Private Placement WarrantF3,F1,F2 | $11.50 | Oct 9, 2015 | P | 390,000 | A | — | — | Class A Common Stock | 390,000 | 9,506,250 | D |
| Class B Common Stock, par value $.0001 per shareF5,F3,F4 | — | Oct 9, 2015 | J | 784,063 | D | — | — | Class A Common Stock | 784,063 | 8,926,248 | D |
Explanation of responses
- F1The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination.
- F2The warrants expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.
- F3The securities are held directly by Boulevard Acquisition Sponsor II, LLC and indirectly by Sonia E. Gardner, Marc Lasry and Stephen S. Trevor, who are the managing members of Boulevard Acquisition Sponsor II, LLC. Each of Mr. Lasry, Ms. Gardner and Mr. Trevor disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.
- F4The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-206077) (the "Registration Statement"). The shares have no expiration date.
- F5784,063 shares were forfeited to the Issuer at no cost in connection with the underwriters' election not to exercise the remaining unused portion of the over-allotment option, as described in the Issuer's Registration Statement.