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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Empeiria Acquisition Corp [ EPAQU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/17/2012 | J(1) | 750,000 | D | (1) | 0 | I | By: Wexford Spectrum Trading Limited(2)(3)(5) | ||
Common Stock | 12/17/2012 | J(1) | 250,000 | D | (1) | 0 | I | By: Wexford Catalyst Trading Limited(2)(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $11.5 | 12/20/2012(6) | S(6) | 107,300 | (8) | (8) | Common Stock | 107,300 | (6) | 642,700 | I | By: Wexford Spectrum Trading Limited(2)(3)(5) | |||
Warrants | $11.5 | 12/20/2012(7) | S(7) | 35,700 | (8) | (8) | Common Stock | 35,700 | (7) | 214,300 | I | By: Wexford Catalyst Trading Limited(2)(4)(5) |
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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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. These shares were validly tendered to the Issuer pursuant to the Issuer's offer to purchase shares of Common Stock at a Stock Purchase Price of $10.20 per share. |
2. This form is jointly filed by Wexford Capital LP ("Wexford"), Wexford GP LLC ("Wex GP"), Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs"). |
3. These securities are owned directly by Wexford Spectrum Trading Limited ("WST"). |
4. These securities are owned directly by Wexford Catalyst Trading Limited ("WCT", and together with WST, the "Funds"). |
5. Wexford is the advisor of the Funds and by reason of its status as such may be deemed to own beneficially the interest in the securities of which the Funds possess beneficial ownership. Wex GP may, as the GP of Wexford, be deemed to own beneficially the securities of which the Funds possess beneficial ownership. Each of Davidson and Jacobs may, by reason of his status as a controlling person of Wex GP, be deemed to own beneficially the interests in the securities of which the Funds possess beneficial ownership. Each of Davidson, Jacobs, Wex GP and Wexford shares the power to vote and to dispose of the interests in the securities beneficially owned by the Funds. Each of Wexford, Wex GP, Davidson and Jacobs disclaims beneficial ownership of the securities owned by the Funds and this report shall not be deemed as an admission that they are the beneficial owners of such securities except for Davidson and Jacobs, to the extent of their interests in the members of the Funds. |
6. Between December 20, 2012 and January 3, 2013, WST sold 107,300 warrants in open market transactions at an average price of $0.40454. |
7. Between December 20, 2012 and January 3, 2013, WCT sold 35,700 warrants in open market transactions at an average price of $0.40454. |
8. Each warrant will become exercisable at a price of $11.50 on the later of 30 days after the issuer's completion of a business transaction or June 15, 2012 and will expire five years from the date of the issuer's initial business transaction, or earlier upon redemption or liquidation. |
Remarks: |
Wexford Capital LP, By Wexford GP LLC, its General Partner By: Arthur H. Amron, Vice President and Assistant Secretary | 01/04/2013 | |
Wexford GP LLC By: Arthur Amron, Vice President and Assistant Secretary | 01/04/2013 | |
Charles E. Davidson | 01/04/2013 | |
Joseph M. Jacobs | 01/04/2013 | |
** 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 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). | ||
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. |