SEC Form 4 · accession 0001437749-16-040376
INTERNATIONAL TEXTILE GROUP INC · ITXN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
WLR RECOVERY FUND II LP
10% Owner
WL ROSS & CO LLC
10% Owner
WLR RECOVERY ASSOCIATES II LLC
10% Owner
WLR RECOVERY FUND III LP
10% Owner
WLR Recovery Associates III LLC
10% Owner
INTERNATIONAL TEXTILE HOLDINGS INC
10% Owner
Period of report
Oct 24, 2016
Accepted (ET)
Oct 26, 2016 · 8:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000918964
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4 | Oct 24, 2016 | A | 15,000,000 | — | A | 29,344,155 | I | See footnote |
| Common Stock | Oct 24, 2016 | D | 29,344,155 | $0.55 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Converible PreferredF2,F3 | — | Oct 24, 2016 | S | — | D | — | — | Common Stock | 3,571,521 | 0 | D |
Explanation of responses
- F1Acquired pursuant to an exchange and contribution agreement, dated as of October 24, 2016, between certain of the reporting persons (or their affiliates) and the Company, pursuant to which certain of the reporting persons (or their affiliates) exchanged and contributed to the capital of the Company debt securities of the Company held by them in exchange for, among other things, 15,000,000 shares of the Company's common stock. This acquisition was exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d).
- F2Each share of Series A convertible preferred stock is convertible, at the option of the holder thereof, into 2.5978 shares of common stock, subject to certain limitations.
- F3The Series A convertible preferred stock has no expiration date.
- F4WLR Recovery Fund II, L.P. ("Fund II") is the majority stockholder of International Textile Holdings, Inc. (n/k/a WLR/AR Holdings, Inc.). WLR Recovery Associates II LLC is the general partner of Fund II. WLR Recovery Associates III LLC is the general partner of WLR Recovery Fund III, L.P. WL Ross & Co. LLC has certain voting and dispositive power over the reporting persons and various affiliates thereof.