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
- 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).
- By GEH Capital, Inc., an entity wholly owned by George E. Hall.
- Forfeiture to the Issuer because the underwriter for the Issuer's initial public offering did not exercise the over-allotment option.
- The warrants become exercisable on the later of September 20, 2014 or 30 days after the closing of the Issuer's initial business combination.
- The warrants expire five years after they first become exercisable.
- 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.
- The holdings that resulted from these transactions were reflected on the initial Form 3s filed by the beneficial owners of these securities.
- 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).