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Filing Details

Accession Number:: 0001144204-15-068119
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-11-25 16:49:25
Reporting Period:: 2015-11-23

Filing Date:: 2015-11-25
Accepted Time:: 2015-11-25 16:49:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1583513	Stg Group Inc.	GDEF	Blank Checks (6770)	463134302

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1476548	Damian Andrew Perl	C/O Stg Group, Inc. 11091 Sunset Hills Road, Suite 200 Reston, VA 20190		Yes	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
Common Stock	Acquisiton	2015-11-23	1,030,103	$10.63	3,754,828	No	4	P	Indirect	See Footnote
Common Stock	Disposition	2015-11-23	445,161	$0.00	3,309,667	No	4	D	Indirect	See Footnote
Common Stock	Disposition	2015-11-23	35,000	$0.00	3,274,667	No	4	D	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	D	Indirect	See Footnote
No	4	D	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Price	Amount - 2	Price - 2
Common Stock	Convertible Promissory Note	Disposition	2015-11-23	$0.00	119,175	$10.60
Common Stock	Convertible Promissory Note	Disposition	2015-11-23	$0.00	126,772	$10.60
Common Stock	Convertible Promissory Note	Disposition	2015-11-23	$0.00	117,924	$10.60
Common Stock	Convertible Promissory Note	Disposition	2015-11-23	$0.00	67,117	$10.60

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2015-11-24	No	4	J	Indirect
2015-11-24	No	4	J	Indirect
2015-11-24	No	4	J	Indirect
2015-11-24	No	4	J	Indirect

Footnotes

Shares acquired pursuant to that certain Amended & Restated Backstop Common Stock Purchase Agreement, dated as of November 23, 2015, by and between Global Defense & National Security Systems, Inc. (the "Company") and Global Defense & National Security Holdings LLC.
Shares forfeited to the Company, pursuant to the Stock Purchase Agreement, dated as of June 8, 2015, by and between the Company, STG Group, Inc., the stockholders of STG Group, Inc. and the other parties thereto (the "Stock Purchase Agreement").
Shares transferred to the stockholders of STG Group, Inc. for no consideration in connection with the closing of the transactions contemplated by the Stock Purchase Agreement.
The Common Stock is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.
Following the consummation of the Issuer's initial Business Combination (as defined in the Issuer's Amended and Restated Certificate of Incorporation then in effect) on November 23, 2015, the convertible promissory note became convertible at the option of the holder at the greater of (1) $10.00 per share and (2) $10.60, the 30-day trailing average of the closing price per share. On November 23, 2015, in connection with closing the initial Business Combination and in consideration of the payment by the issuer of the face value of the convertible promissory notes, the outstanding principal due under the convertible promissory notes was repaid and such notes were canceled.
The convertible promissory note is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.