FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/09/2013 |
3. Issuer Name and Ticker or Trading Symbol
Greektown Superholdings, Inc. [ NONE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Series A-1 Common Stock | 91,088 | D(1)(6)(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-1 Preferred Stock(1) | (2) | (2) | Series A-1 Common Stock | 1,384,983(3) | $100(4) | D(1)(6)(7) | |
Series A-2 Preferred Stock(1) | (2) | (2) | Series A-2 Common Stock | 50,071(3) | $100(4) | D(1)(6)(7) | |
Series A-1 Preferred Warrants | (5) | (5) | Series A-1 Preferred Stock | 202,511 | $2,025.11 | D(1)(6)(7) | |
Series A-2 Preferred Warrants | (5) | (5) | Series A-2 Preferred Stock | 186,657 | $1,866.57 | D(1)(6)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Athens Acquisition LLC, a Delaware limited liability company ("Athens"), holds 1,122,436 shares of Series A-1 Preferred Stock, par value $0.01 per share (the "Series A-1 Preferred Stock"), 40,579 shares of Series A-2 Preferred Stock, par value $0.01 per share (the "Series A-2 Preferred Stock"), 91,088 shares of Series A-1 Common Stock, par value $0.01 per share (the "Series A-1 Common Stock"), Series A-1 Preferred Warrants which are exercisable for 202,511 shares of Series A-1 Preferred Stock, and Series A-2 Preferred Warrants which are exercisable for 186,657 shares of Series A-2 Preferred Stock. |
2. Subject to regulatory approval as provided in the Issuer's Certificate of Incorporation, the shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock are convertible at any time and have no expiration date. |
3. Represents number of shares of Series A-1 Common Stock and Series A-2 Common Stock, par value $0.01 per share, issuable upon conversion of the Series A-1 Preferred Stock and Series A-2 Preferred Stock, respectively, as of the date hereof. The conversion ratio for each of the Series A-1 Preferred Stock and Series A-2 Preferred Stock takes into account accrued and unpaid dividends thereon, which dividends accrue at a rate of 7.5% per annum. |
4. Referred to in the Issuer's Certificate of Incorporation as "Series A Conversion Price." |
5. Each of the Series A-1 Preferred Warrants and Series A-2 Preferred Warrants must be exercised within 30 days following the date the holder receives notice from the Issuer that it is not prohibited by Article Twelfth of the Issuer's Certificate of Incorporation from exercising such warrant. |
6. As the sole member of Athens, Daniel Gilbert ("Mr. Gilbert") may be deemed to be the indirect beneficial owner (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of any securities beneficially owned by Athens. |
7. Each of Athens and Mr. Gilbert disclaim beneficial ownership of the securities reported hereon except to the extent of their respective pecuniary interest therein. |
Remarks: |
On April 8, 2013, Athens entered into a Stockholders Agreement with the Issuer (the "Stockholders Agreement"). Pursuant to the Stockholders Agreement, Athens and the Issuer agreed that the Issuer will take all actions necessary to cause a Schedule 14F-1 Information Statement to be filed with the Securities and Exchange Commission and transmitted to the Issuer's record holders, and, on a date that is no later than ten days after the filing and transmission of such Schedule 14F-1, the Issuer will take all actions necessary to cause, among others, Mr. Gilbert to be elected to the Board of Directors of the Issuer. If and when elected, Mr. Gilbert will serve on the Board of Directors of the Issuer as a representative of Athens and Athens will be a director of the Issuer by deputization. |
Athens Acquisition LLC, By: /s/ Daniel Gilbert, Title: Chief Executive Officer | 04/19/2013 | |
/s/ Daniel Gilbert | 04/19/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |