SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BlueMountain Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Chart Acquisition Corp. [ CACGU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾⁽⁴⁾⁽⁶⁾	06/18/2015		J		75,768	D	$10	527,547	I	Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽⁴⁾⁽⁶⁾	06/18/2015		J		75,768	D	$10	448,814	I	Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽⁴⁾⁽⁶⁾	06/18/2015		J		75,768	D	$10	18,020	I	Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽⁴⁾⁽⁶⁾	06/18/2015		J		75,768	D	$10	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾	$11.5	06/18/2015		J			75,768	⁽³⁾	⁽³⁾	Common Stock	75,768	$10	527,547	I	Footnotes⁽¹⁾⁽²⁾⁽⁵⁾
Warrants⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾	$11.5	06/18/2015		J			75,768	⁽³⁾	⁽³⁾	Common Stock	75,768	$10	448,814	I	Footnotes⁽¹⁾⁽²⁾⁽⁵⁾
Warrants⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾	$11.5	06/18/2015		J			75,768	⁽³⁾	⁽³⁾	Common Stock	75,768	$10	19,020	I	Footnotes⁽¹⁾⁽²⁾⁽⁵⁾
Warrants⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾	$11.5	06/18/2015		J			75,768	⁽³⁾	⁽³⁾	Common Stock	75,768	$10	0	D

1. Name and Address of Reporting Person^*

BlueMountain Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain GP Holdings, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain Long/Short Credit GP, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain Long/Short Credit Master Fund L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 2) or the General Partner (as defined in Footnote 2) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of (i) the shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of Chart Acquisition Corp. (the "Issuer"), or (ii) the warrants to purchase Common Stock (the "Warrants"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings, and the General Partner disclaims such beneficial ownership, except to the extent of its respective pecuniary interest.

2. BMCM is the investment manager of BlueMountain Long/Short Credit Master Fund L.P. ("BMLSC"). BMCM, although it directs the voting and disposition of the Common Stock and Warrants held by BMLSC, only receives an asset-based fee relating to the Common Stock and Warrants held by BMLSC. BlueMountain Long/Short Credit GP, LLC (the "General Partner") is the general partner of BMLSC and has an indirect profits interest in the Common Stock and Warrants beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of the General Partner and thus has an indirect profits interest in the Common Stock and Warrants beneficially owned by BMLSC.

3. No expiration date or date exercisable are provided because the Warrants may be exercised only subject to certain restrictions set forth in Exhibit 4.4 to the Issuer's report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2012.

4. In connection with a redemption offer by the Issuer that closed on June 18, 2015, BMLSC redeemed 75,768 shares of Common Stock, representing all of the Common Stock held by it.

5. In connection with a tender offer by the Issuer that closed on June 18, 2015, BMLSC tendered to the Issuer 75,768 Warrants, representing all of the Warrants held by it.

6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.

Remarks:

	BlueMountain Capital Management, LLC, By: /s/ Paul Friedman, Chief Compliance Officer	06/19/2015
	BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer	06/19/2015
	BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer	06/19/2015
	BlueMountain Long/Short Credit Master Fund L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer	06/19/2015
	** Signature of Reporting Person	Date
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