SEC Form 3 · accession 0001094891-15-000332
Andina Acquisition Corp. II · ANDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mauricio Orellana
Officer — Chief Financial Officer · Director
Period of report
Nov 24, 2015
Accepted (ET)
Nov 24, 2015 · 5:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001652101
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary ShareF1 | holding | — | — | — | 91,473 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Right to Receive Ordinary ShareF1,F2,F3 | — | holding | — | — | — | — | — | Ordinary Share | 1,000 | — | D |
| Redeemable WarrantF1,F6,F4,F5 | — | holding | — | — | — | — | — | Ordinary Share | 3,500 | — | D |
Explanation of responses
- F1Includes securities underlying 7,000 units of the Issuer, which units, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Mr. Orellana irrevocably committed to purchase. Each unit ("Unit") consists of one ordinary share, one right ("Right") to receive one-seventh of one ordinary share upon the consummation of the Issuer's initial business combination and one redeemable warrant ("Warrant") entitling the holder to purchase one-half of one ordinary share. The purchase of these units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering.
- F2Each Right entitles the holder to receive one-seventh (1/7) of one ordinary share upon consummation of the Issuer's initial business combination.
- F3If the Issuer fails to consummate an initial business combination within eighteen (18) months from the closing of the Issuer's initial public offering (or 21 months if certain criteria are met), the Issuer will be dissolved and the Rights will expire worthless.
- F4Each Warrant will become exercisable on the later of the completion of an initial business combination and November __, 2016.
- F5Each Warrant will expire five years after the completion of an initial business combination, or earlier upon redemption.
- F6Each Warrant entitles the holder thereof to purchase one-half of one ordinary share at a price of $11.50 per full share, exercisable in multiples of two.