Filing Details
- Accession Number:
- 0001144204-15-068130
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2015-11-25 16:56:03
- Reporting Period:
- 2015-11-23
- Filing Date:
- 2015-11-25
- Accepted Time:
- 2015-11-25 16:56:03
- 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 |
---|---|---|---|---|---|---|---|
1589739 | Global Defense & National Security Holdings Llc | C/O Stg Group, Inc. 11091 Sunset Hills Road, Suite 200 Reston VA 20190 | No | 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 | 2015-11-23 | 1,030,103 | $10.63 | 3,754,828 | No | 4 | P | Direct | |
Common Stock | Disposition | 2015-11-23 | 445,161 | $0.00 | 3,309,667 | No | 4 | D | Direct | |
Common Stock | Disposition | 2015-11-23 | 35,000 | $0.00 | 3,274,667 | No | 4 | D | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Direct | |
No | 4 | D | Direct | |
No | 4 | D | Direct |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Convertible Promissory Note | Disposition | 2015-11-23 | 0 | $0.00 | 119,175 | $10.60 |
Common Stock | Convertible Promissory Note | Disposition | 2015-11-23 | 0 | $0.00 | 126,772 | $10.60 |
Common Stock | Convertible Promissory Note | Disposition | 2015-11-23 | 0 | $0.00 | 117,924 | $10.60 |
Common Stock | Convertible Promissory Note | Disposition | 2015-11-23 | 0 | $0.00 | 67,117 | $10.60 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | 2015-11-24 | No | 4 | J | Direct | |
0 | 2015-11-24 | No | 4 | J | Direct | |
0 | 2015-11-24 | No | 4 | J | Direct | |
0 | 2015-11-24 | No | 4 | J | Direct |
Footnotes
- Shares acquired pursuant to that certain Amended and 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.
- 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.