Filing Details

Accession Number:
0001209191-12-047732
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-10-02 19:36:06
Reporting Period:
2012-09-28
Filing Date:
2012-10-02
Accepted Time:
2012-10-02 18:36:06
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1499961 Net Element International Inc. CAZA Services-Computer Processing & Data Preparation (7374) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1548375 Kenges Rakishev C/O Sat &Amp; Company
241 Mukanova Street
Almaty 1P 050008
Yes No Yes No
1559363 Ltd. Pte. Holding Novatus 22B Duxton Hill
Singapore U0 089605
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Ordinary Shares Acquisiton 2012-09-28 1,074,045 $10.04 1,914,045 No 4 P Indirect See Footnotes
Ordinary Shares Acquisiton 2012-10-01 406,706 $10.04 2,320,751 No 4 P Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
Footnotes
  1. These Shares (as defined below) are held by Novatus Holding PTE. Ltd., a private limited company organized under the laws of Singapore ("Novatus"). "Shares" are ordinary shares of the Issuer, par value $0.0001 per share. On October 2, 2012, the Issuer consummated a merger with Net Element, Inc. As part of the merger, the Issuer filed a Certificate of Corporate Domestication with the Secretary of State of the State of Delaware whereby the Issuer was domesticated as a Delaware corporation and changed its name to "Net Element International, Inc." In connection with the consummation of the merger and domestication, each currently issued and outstanding Share was automatically converted into shares of common stock, par value $0.0001 per share, of Net Element International, Inc. Additionally, in connection with the consummation of the merger, Kenges Rakishev, a citizen of the Republic of Kazakhstan ("Mr. Rakishev") became a director of the Issuer on October 2, 2012.
  2. Mr. Rakishev is the sole shareholder of Novatus. Consequently, Mr. Rakishev has voting control and investment discretion over the Shares held by Novatus. As a result of the foregoing, Mr. Rakishev may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of the Shares held by Novatus.
  3. Each of Mr. Rakishev and Novatus disclaim beneficial ownership of these Shares except to the extent of their respective pecuniary interest therein.
  4. These Shares were acquired in three separate transactions, all at a price of $10.04 per share. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased in each transaction.
  5. These Shares were acquired in three separate transactions, all at a price of $10.04 per share. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased in each transaction.