Filing Details

Accession Number:
0001179110-13-014537
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-09-24 16:09:08
Reporting Period:
2013-06-28
Filing Date:
2013-09-24
Accepted Time:
2013-09-24 16:09:08
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1581607 Roi Acquisition Corp. Ii ROIQU Blank Checks (6770) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1134119 Clinton Group Inc 601 Lexington Avenue
New York NY 10022
Yes No Yes No
1566939 E. George Hall 601 Lexington Avenue, 51St Floor
New York NY 10022
Chief Investment Officer Yes Yes Yes No
1567109 Clinton Magnolia Master Fund, Ltd. C/O Credit Suisse Admn. Svs. (Cayman)Ltd
P.o. Box 2003 Gt, 802 West Bay Road
Georgetown E9 KY1-1104
Yes No Yes No
1584551 Geh Capital Inc. 601 Lexington Avenue, 51St Floor
New York NY 10022
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
Common Stock Acquisiton 2013-06-28 3,593,750 $0.01 3,593,750 No 4 A Indirect See Footnote.
Common Stock Disposition 2013-08-22 343,750 $0.01 3,250,000 No 4 S Indirect See Footnote
Common Stock Disposition 2013-09-18 468,750 $0.00 2,781,250 No 4 J Indirect See Footnote.
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Indirect See Footnote.
No 4 S Indirect See Footnote
No 4 J Indirect See Footnote.
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Sponsor Warrants Acquisiton 2013-09-20 8,000,000 $0.50 4,000,000 $11.50
Common Stock Sponsor Warrants Disposition 2013-09-20 8,000,000 $0.50 4,000,000 $11.50
Common Stock Sponsor Warrants Acquisiton 2013-09-20 8,000,000 $0.50 4,000,000 $11.50
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
8,000,000 No 4 A Indirect
0 No 4 S Indirect
8,000,000 No 4 P Indirect
Footnotes
  1. 781,250 shares will be subject to forfeiture unless (i) the last sales price of the Issuer's common stock equals or exceeds $13.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 5 years following the closing of the Issuer's initial business combination or (ii) the Issuer completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
  2. By GEH Capital, Inc., an entity wholly owned by George E. Hall.
  3. Forfeiture to the Issuer because the underwriter for the Issuer's initial public offering did not exercise the over-allotment option.
  4. The warrants become exercisable on the later of September 20, 2014 or 30 days after the closing of the Issuer's initial business combination.
  5. The warrants expire five years after they first become exercisable.
  6. By Clinton Magnolia Master Fund, Ltd. whose investment decisions are made by Clinton Group, Inc., an entity controlled by George E. Hall. Mr. Hall disclaims beneficial ownership of such securities except to the extent of his pecuniary interest.
  7. The holdings that resulted from these transactions were reflected on the initial Form 3s filed by the beneficial owners of these securities.
  8. Each warrant entitles the holder thereof to purchase one-half of one share of the Issuer's common stock at a price of $5.75 per half share ($11.50 per whole share), subject to adjustment as described in the Issuer's registration statement on Form S-1 (File No. 333-190721).