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*
Little Lauren Ashley

(Last) (First) (Middle)
25311 I-45 NORTH
WOODPARK BUSINESS CENTER, BLDG. 6

(Street)
SPRING TX 77380

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Empeiria Acquisition Corp [ EPAQ ]
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)
12/14/2012
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 12/14/2012 A 96,025 A $0(1) 96,025 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock, par value $0.0001 $0(2) 12/14/2012 A 0(2) (2) (2) Common Stock(2) 0(2) $0(2) 0(2) D
Explanation of Responses:
1. Empeiria Acquisition Corp. (the "Issuer") and Integrated Drilling Equipment Company Holdings Inc. ("IDE") consummated a merger on December 14, 2012, pursuant to a Merger Agreement (the "Merger Agreement") entered into on October 19, 2012 between the Issuer, IDE, IDE Acquisition Co., LLC, and Stephen Cope, in his capacity as representative of IDE's stockholders. Pursuant to the Merger Agreement, a portion of the common shares ("Holdback Shares") issued as consideration are being held by the Issuer and are subject to forfeiture during the eighteen month period following the merger to satisfy indemnification claims. As consideration for consummating the merger, the Issuer issued to Lauren Little 96,025 common shares of which 12,917 shares are Holdback Shares.
2. Pursuant to the Merger Agreement, former IDE stockholders are entitled to receive up to 5,250,000 additional common shares issuable in equal installments of 1,312,500 shares if EAC's stock price exceeds $12.00, $13.50, $15.00 and $17.00, respectively, prior to the fifth anniversary of the closing, or if a change of control transaction occurs following the merger that values EAC's common shares at more than the stock price thresholds (the "Contingent Common Shares Plan"). For example, if EAC's stock price exceeds $13.50 per share or if a change of control transaction occurs following the merger that values the common shares at more than $13.50 per share, the IDE stockholders will receive 2,625,000 common shares. Lauren Little is entitled to receive 22,604 common shares per 1,312,500 common shares issued in accordance with the Contingent Common Shares Plan.
/s/ Alan Menkes, attorney-in-fact 01/08/2013
** 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).
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