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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy) | (1) | 05/19/2010 | J(2) | V | 3,130,864 | 04/14/2010 | (3) | Common Stock ($0.0001 par value) | 3,130,864 | (4) | 0 | I | By Malibu Capital Partners, LLC (5) | ||
Option (right to buy) | (1) | 05/19/2010 | J(2) | V | 2,018,386 | 04/14/2010 | (6) | Common Stock ($0.0001 par value) | 2,018,386 | (7) | 0 | I | By Malibu Capital Partners, LLC (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Malibu Partner LLC 15332 ANTIOCH STREET #528 PACIFIC PALISADES, CA 90272 |
X |
/s/ Kenneth J. Abdalla, Kenneth J. Abdalla, For himself and as managing member of Malibu Partners, Malibu Capital and Broad Beach | 05/20/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | That certain pro rata portion of the Issuer's trust account per share due its public stockholders as set forth in the Issuer's final definitive proxy statement filed with the U.S. Securities and Exchange Commission in connection with the proposed business combination. |
(2) | On May 19, 2010, Malibu Capital exercised its right to terminate this option (and received no value in connection therewith). |
(3) | The earlier to occur of: (i) the day on which the Issuer liquidates its trust account or (ii) the unilateral decision of Malibu Capital Partners, LLC, a California limited liability company ("Malibu Capital"), to terminate the option. |
(4) | The Cash Option Price set forth in the Option Agreement attached to the Schedule 13D filed by the Reporting Persons. |
(5) | These securities are held directly by Malibu Capital. Mr. Abdalla is the managing member of Malibu Capital. All of the Reporting Persons (other than Malibu Capital) disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(6) | The earliest to occur of: (i) the day on which the issuer liquidates its trust account, (ii) the unilateral decision of Malibu Capital to terminate the option, (iii) the unilateral decision of the option seller to terminate the option at any time during the 48 hour period prior to the vote of the Issuer's stockholders on the proposed business combination and (iv) the exercise by Malibu Capital of its right to cause the seller of the option to sell its shares in the open market. |
(7) | The Cash Option Price and the Contingent Consideration set forth in the Option Agreement attached to the Schedule 13D filed by the Reporting Persons. |