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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class F Common Stock, par value $0.0001 per share | (2) | 11/04/2016 | D(3) | 4,062,500 | (2) | (2) | Class A Common Stock, par value $0.0001 per share | 4,062,500 | (2) | 5,237,500 | D | ||||
Class F Common Stock, par value $0.0001 per share | (2) | 11/04/2016 | C | 5,237,500 | (2) | (2) | Class A Common Stock, par value $0.0001 per share | 5,237,500 | (2) | 0 | D | ||||
Warrants to Purchase Shares of Class A Common Stock | $ 5.75 | 11/04/2016 | A(4) | 19,000,000 | 12/04/2016 | 11/04/2021 | Class A Common Stock, par value $0.0001 per share | 9,500,000 | $ 0.5 | 19,000,000 | D | ||||
Warrants to Purchase Shares of Class A Common Stock | $ 5.75 | 11/04/2016 | J(5) | 2,000,000 | 12/04/2016 | 11/04/2021 | Class A Common Stock, par value $0.0001 per share | 1,000,000 | (5) | 17,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gores Sponsor LLC 9800 WILSHIRE BLVD. BEVERLY HILLS, CA 90212 |
X | X | ||
Gores Alec E C/O GORES SPONSOR LLC 9800 WILSHIRE BLVD. BEVERLY HILLS, CA 90212 |
X | X |
Gores Sponsor LLC, By: Platinum Equity, LLC, its managing member, By: /s/ Mary Ann Sigler, Chief Financial Officer, By: AEG Holdings, LLC, its managing Member, By: /s/ Alec Gores, Managing Member | 11/08/2016 | |
**Signature of Reporting Person | Date | |
/s/ Alec Gores | 11/08/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Consists of 500,000 shares of Class A Common Stock transferred by Gores Sponsor LLC in connection with the closing of the transactions contemplated by the Master Transaction Agreement dated as of July 5, 2016 by and among the reporting person, the Issuer and the other parties thereto (the "Agreement"). |
(2) | The shares of Class F Common Stock were convertible into shares of Class A Common Stock on a one-for-one basis without any expiration date. |
(3) | 4,062,500 shares of Class F Common Stock were forfeited by Gores Sponsor LLC to the Issuer on November 4, 2016 in connection with the closing of the transactions contemplated by the Agreement. |
(4) | The warrants were purchased by Gores Sponsor LLC on August 13, 2015. The warrants will become exercisable 30 days after the closing of the transactions contemplated by the Agreement, on December 4, 2016. Each warrant will be exercisable for one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share, to be exercised only for a whole number of shares of Class A Common Stock. |
(5) | Consists of 2,000,000 warrants transferred by Gores Sponsor LLC pursuant to the Agreement in connection with the closing of the transactions contemplated by the Agreement. |