Home > Insider Trading > Filing (0001140361-14-012140)

Filing Details

Accession Number:: 0001140361-14-012140
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-03-11 16:44:18
Reporting Period:: 2014-03-07

Filing Date:: 2014-03-11
Accepted Time:: 2014-03-11 16:44:18
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 57Th Court Suite 410 South Miami FL 33143	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series A-1 Non-Convertible Preferred Stock	Acquisiton	2014-03-07	30,000	$100.00	453,331	No	4	P	Indirect	See Footnotes
Series A-1 Non-Convertible Preferred Stock	Acquisiton	2014-03-07	3,900	$0.00	457,231	No	4	J	Indirect	See Footnotes

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

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-2 Convertible Preferred Stock	Acquisiton	2014-03-07	3,230,442	$0.00	3,230,443	$1.00
Common Stock	Series A-2 Convertible Preferred Stock	Acquisiton	2014-03-07	402,596	$0.00	402,596	$1.00
Common Stock	Series A-2 Convertible Preferred Stock	Acquisiton	2014-03-07	394,276	$0.00	394,276	$1.00

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
38,876,068	2014-03-07	No	4	P	Indirect
39,278,664	2014-03-07	No	4	J	Indirect
39,672,940	2014-03-07	No	4	J	Indirect

Footnotes

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 CIG Wireless Corp. (the "Issuer") owned by Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") or Fir Tree REF III Tower LLC, a Delaware limited liability company ("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, 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.
On March 7, 2014, the Issuer issued to each of Fir Tree Capital and Fir Tree REF III 1,950 shares of Series A-1 Preferred Stock and 201,298 shares of Series A-2 Preferred Stock in connection with the satisfaction of an indemnification claim.
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 March 7, 2014, in connection with the purchase of 30,000 shares of Series A-1 Preferred Stock, Fir Tree Capital and Fir Tree REF III were issued an aggregate of 3,230,442 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.
On March 7, 2014, the Issuer issued to each of Fir Tree Capital and Fir Tree REF III 197,138 shares of Series A-2 Preferred Stock solely for the purpose of correcting mathematical errors in the calculations for certain prior issuances of Series A-2 Preferred Stock to each of Fir Tree Capital and Fir Tree REF III.