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Filing Details

Accession Number:: 0001140361-13-047296
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-12-20 19:34:56
Reporting Period:: 2013-12-18

Filing Date:: 2013-12-20
Accepted Time:: 2013-12-20 19:34:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1432754	Cig Wireless Corp.	CIGW	Communications Services, Nec (4899)	680672900

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
932115	Jeffrey Tannenbaum	505 Fifth Avenue 23Rd Floor New York NY 10017	No	No	Yes	No
1056491	Fir Tree Inc.	505 Fifth Avenue 23Rd Floor New York NY 10017	No	No	Yes	No
1357858	Camellia Partners, Llc	51 Bedford Road Suites 3 And 4 Katonah NY 10536	No	No	Yes	No
1357859	Andrew Fredman	7301 Sw 5Th Court Suite 410 South Miami FL 33143	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series A-2 Convertible Preferred Stock	Acquisiton	2013-12-18	5,362	$0.00	355,069	No	4	J	Indirect	See Footnotes
Series A-2 Convertible Preferred Stock	Acquisiton	2013-12-18	60,000	$100.00	415,069	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-2 Convertible Preferred Stock	Acquisiton	2013-12-18	444,494	$0.00	444,494	$1.00
Common Stock	Series A-2 Convertible Preferred Stock	Acquisiton	2013-12-18	5,139,192	$0.00	5,139,192	$1.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
29,742,146	2013-12-18		No	4	J	Indirect
34,881,338	2013-12-18		No	4	P	Indirect

Footnotes

CIG Wireless Corp. (the "Issuer") issued to Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") and Fir Tree REF III Tower LLC, a Delaware limited liability company ("Fir Tree REF III"), in lieu of cash dividends of $525,997.65 for the quarter ended September 30, 2013, 5,259.98 shares of Series A-1 Preferred Stock; and (ii) 444,406 shares of Series A-2 Preferred Stock (collectively, referred to herein as the "Dividend Shares"). In addition, on December 18, 2013, the Issuer also issued to Fir Tree Capital and Fir Tree REF III an aggregate of 102.48 shares of Series A-1 Preferred Stock and 88 shares of Series A-2 Preferred Stock to satisfy any accrued dividends accrued on the Dividend Shares for the period from October 1, 2013 through the date such Dividend Shares were issued on December 18, 2013.
The filing of this Form 4 shall not be construed as an admission that Camellia Partners, LLC, Fir Tree, Inc., Jeffrey Tannenbaum or Andrew Fredman (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.00001 per share (the "Common Stock"), Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the "Series A-1 Preferred Stock"), or Series A-2 Convertible Preferred Stock, par value $0.00001 per share (the "Series A-2 Preferred Stock"), of the Issuer owned by Fir Tree Capital or Fir Tree REF III. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership.
Camellia Partners, LLC, the general partner of Fir Tree Capital and Fir Tree, Inc. and Fir Tree REF III, hold indirectly the Series A-1 Preferred Stock and Series A-2 Preferred Stock through the account of Fir Tree Capital and Fir Tree REF III, respectively; Jeffrey Tannenbaum, a principal of Camellia Partners, LLC and the principal of Fir Tree, Inc., and Andrew Fredman, a principal of Camellia Partners, LLC , at the time of the transaction, controlled the disposition and voting of the Series A-1 Preferred Stock and Series A-2 Preferred Stock. Camellia Partners, LLC receives performance-based allocation and Fir Tree, Inc. receives an asset-based fee from Fir Tree Capital and Fir Tree REF III.
The shares of Series A-2 Preferred Stock are currently convertible on a 1-for-1 basis into shares of Common Stock.
There is no expiration date with respect to the Series A-2 Preferred Stock; however, the Series A-2 Preferred Stock may be redeemed at the option of the holder upon certain events, as set forth in the Certificate of Designations of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock.
On December 18, 2013, in connection with the purchase of the 60,000 shares of Series A-1 Preferred Stock, Fir Tree Capital and Fir Tree REF III were issued an aggregate of 5,139,192 shares of Series A-2 Preferred Stock pursuant to the terms of the Securities Purchase Agreement, dated August 1, 2013, by and among the Issuer, Fir Tree Capital and Fir Tree REF III.