Filing Details
- Accession Number:
- 0001370816-11-000010
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2011-04-21 19:12:03
- Reporting Period:
- 2011-04-15
- Filing Date:
- 2011-04-21
- Accepted Time:
- 2011-04-21 19:12:03
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1223533 | Tremont Fair Inc. | TMTF | Real Estate (6500) | 980380519 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1454009 | Cumbria Capital Lp | 10497 Town &Amp; Country Ln Houston TX 77024 | 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 |
---|---|---|---|---|---|---|---|---|---|---|
Series A Preferred Stock | Disposition | 2011-04-19 | 100,000 | $3.50 | 0 | No | 4 | S | Indirect | See Footnote |
Common Stock | Disposition | 2011-04-15 | 70,798,500 | $0.02 | 46,666,667 | No | 4 | S | Indirect | See Footnote |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | S | Indirect | See Footnote |
No | 4 | S | Indirect | See Footnote |
Footnotes
- On April 19, 2011, Cumbria Capital, L.P. ("Cumbria"), the controlling shareholder of Tremont Fair, Inc. (the "Company") sold 100,000 shares of Series A Preferred Stock of the Company (the "Preferred Stock") to Sierra Vista Holdings, Inc., a Florida corporation owned and controlled by Mark Klok. Although the Preferred Stock carries no dividend distribution, or liquidation rights, and is not convertible into common stock, each share of Preferred Stock carries 10,000 votes per share and is entitled to vote with the Company's common stockholders on all matters upon which common stockholders may vote. Consequently, Mr. Klok holds a controlling beneficial interest in the Company and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company's stockholders.
- On April 15, 2011, a majority of disinterested members of the board of directors (the "Board") of Tremont Fair, Inc. approved the redemption of 70,798,500 shares of common stock held by Cumbria in exchange for a convertible promissory note in the original principal amount of $700,000, and 100,000 shares of Preferred Stock.