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^*

Gay-Crosier Romain

(Last)

(First)

(Middle)

C/O CIG WIRELESS CORP.

11120 SOUTH CROWN WAY, SUITE 1

(Street)

WELLINGTON

33414

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CIG WIRELESS CORP. [ CIGW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2015

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

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

X	Form filed by One Reporting Person
	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	05/15/2015		U		631,792	D	⁽¹⁾⁽²⁾	0	D
Common Stock	05/15/2015		U		6,317	D	⁽³⁾	0	I	By Spouse

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)

Explanation of Responses:

1. On May 15, 2015, CIG Wireless Corp. (the "Company") consummated the transactions (the "Merger Transactions") contemplated by the Agreement and Plan of Merger, dated as of March 20, 2015, as amended on March 26, 2015 and May 1, 2015 (as amended, the "Merger Agreement"), by and among the Company, Vertical Steel Merger Sub Inc. and Vertical Bridge Acquisitions, LLC. As a result, effective May 15, 2015, all 631,792 outstanding shares of the Company's restricted common stock, par value $0.00001 per share, previously issued pursuant to the Company's 2014 Equity Incentive Plan to Mr. Romain Gay-Crosier, the Company's Chief Financial Officer, were cancelled upon payment of 75% of the approximately $335 thousand payable to Mr. Gay-Crosier in connection with such transactions, pursuant and subject to the terms of the Company's 2015 Incentive Bonus Plan (the "Bonus Plan") and the related award agreement.

2. Copies of the Bonus Plan and the related award agreement to Mr. Gay-Crosier were previously filed as Exhibits 10.74 and 10.76, respectively, to the Company's Form 10-K for the fiscal year ended December 31, 2014, and are incorporated herein by reference. The details of the transactions described in Note 1 were previously reported in the Company's information statement on Schedule 14C, filed with the Securities and Exchange Commission on April 16, 2015 (under the heading "The Merger--Interests of Our Directors and Officers in the Merger") and in the supplement thereto filed with the Securities and Exchange Commission on May 8, 2015 (collectively, the "Information Statement"), which is incorporated by reference into this Form 4. Mr. Gay-Crosier also had certain other interests in the Merger Transactions, which were previously reported in the Information Statement.

3. On May 15, 2015, as a result of the Merger Transactions, all 6,317 outstanding shares of the Company's restricted common stock, par value $0.00001 per share, previously issued pursuant to the Company's 2014 Equity Incentive Plan to Mr. Gay-Crosier's spouse were cancelled for no consideration. Mr. Gay-Crosier's spouse is entitled to receive a $25 thousand retention bonus in connection with the Merger Transactions. The details of the cancellation of the Company's restricted common stock in connection with the Merger Transactions were previously reported in the Information Statement, which is incorporated by reference into this Form 4.

Remarks:

In connection with the consummation of the Merger Transactions, as previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2015, Mr. Gay-Crosier ceased to hold his position as the Chief Financial Officer of the Company. As a result, Mr. Gay-Crosier is no longer subject to the reporting requirements of Section 16 under the Securities Exchange Act of 1934, as amended, with respect to the equity securities of the Company.

	/s/Romain Gay-Crosier	05/19/2015
	** Signature of Reporting Person	Date
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