Filing Details

Accession Number:
0001209191-11-012214
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-02-23 20:54:35
Reporting Period:
2011-02-18
Filing Date:
2011-02-23
Accepted Time:
2011-02-23 20:54:35
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1006195 Matrixx Initiatives Inc MTXX Pharmaceutical Preparations (2834) 870482806
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1050045 Anthony Tamer C/O H.i.g. Capital, Llc
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1050046 Sami Mnaymneh C/O H.i.g. Capital, Llc
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1173671 Hig Gp Ii Inc C/O H.i.g. Capital, Llc
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1435276 Hig Bayside Debt & Lbo Fund Ii Lp C/O H.i.g. Capital, Llc
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1475051 H.i.g. Bayside Advisors Ii, L.l.c. C/O H.i.g. Capital, Llc
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1507807 Wonder Holdings Acquisition Corp. C/O H.i.g. Capital, Llc
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1507808 Wonder Holdings, Inc. C/O H.i.g. Capital, Llc
1450 Brickell Avenue, 31St Floor
Miami FL 33131
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 2011-02-18 22,702,675 $8.75 29,228,221 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Footnotes
  1. Reflects shares acquired by Wonder Holdings, Inc. (the "Purchaser") (i) during the subsequent offering period for the tender offer (the "Offer") commenced pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 14, 2010 among Matrixx Initiatives, Inc. ("Matrixx"), Wonder Holdings Acquisition Corp. ("Parent") and Purchaser, (ii) from Matrixx upon the exercise of the "top-up" option provided for in the Merger Agreement and (iii) outstanding shares of Matrixx not tendered in the Offer and deemed acquired pursuant to the consummation of the merger of Purchaser with and into Matrixx ("Merger"). At the effective time of the Merger, the aforementioned shares were cancelled and ceased to exist and each share of Purchaser converted into a share of Matrixx. As a result of the Merger, Purchaser's separate corporate existence ceased and Matrixx survived as a direct wholly owned subsidiary of Parent.
  2. The reporting persons disclaim beneficial ownership of the securities disclosed herein, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
  3. All issued and outstanding shares of Matrixx are now owned directly by Parent. Parent is controlled by H.I.G. Bayside Debt & LBO Fund II, L.P. ("Fund II"). The general partner of Fund II is H.I.G. Bayside Advisors II, LLC ("Advisors II"). H.I.G.-GPII, Inc. ("GPII") is the manager of Advisors II. Sami W. Mnaymneh ("Mnaymneh") and Anthony A. Tamer ("Tamer") are co-presidents, directors and sole shareholders of GPII. Fund II, Advisors II, GPII, Mnaymneh and Tamer may be deemed to be the indirect beneficial owners of these shares.