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
Selway Capital Acquisition Corp. [ SWCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/10/2013 | ||||||||||||||||||||||||||
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 | ||||||
Series C Common Stock | 04/10/2013 | J(1)(2) | 25,000(3) | A | $0.00(1)(2) | 125,000(4) | I | Through Selway Capital Holdings LLC(4) |
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 | ||||||||
Warrant to purchase Common Stock | $10 | 04/10/2013 | J(1)(2) | 241,666(5) | (6) | 11/07/2016 | Common Stock | 241,666(4) | (1)(2) | 241,666(6) | I | Through Selway Capital Holdings LLC(7) |
Explanation of Responses: |
1. In connection with the Issuer's initial public offering, Selway Capital Holdings LLC acquired warrants to purchase an aggregate of 2,333,333 shares of the Issuer's common stock at an exercise price of $7.50 per share for an aggregate purchase price of $1,750,000. Pursuant to a Merger Agreement with Healthcare Corporation of America ("Target"), among others, on April 10, 2013, such warrants automatically converted into the right to receive: (i) an aggregate of 100,000 shares of Series C common stock, and (ii) warrants to purchase an aggregate of 1,000,000 shares of common stock at an exercise price of $10.00 per share (the "Exchange Warrants"), of which 966,667 Exchange Warrants were issued to Selway Capital Holdings LLC and 33,333 Exchange Warrants were issued to Doron Cohen. |
2. The proceeds from the exercise of the Exchange Warrants will be paid: (i) 75% to the holders of all of the issued and outstanding shares of common stock of Target immediately prior to the time of the merger, and (ii) 25% to certain members of the Target's management. The Exchange Warrants are only exercisable for cash, may not be exercised on a cashless basis, and must be exercised if the closing price for the combined company's common stock exceeds $12.00 per share for 20 trading days in any 30-trading-day period. |
3. Represents 25,000 shares of Series C common stock that that are owned by Selway Capital Holdings LLC. |
4. The Reporting Person indirectly beneficially owns 125,000 shares of Series C common stock held by Selway Capital Holdings LLC, which owns an aggregate of 600,000 shares of Series C common stock of the Issuer. The number of shares beneficially owned by the Reporting Person represents the extent to which the Reporting Person has a pecuniary interest in the shares owned by Selway Capital Holdings LLC. |
5. Represents 241,666 Exchange Warrants that are owned by Selway Capital Holdings LLC. |
6. The warrants may be exercised at any time or from time to time from the consummation of a post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be. |
7. The Reporting Person indirectly beneficially owns 241,666 Exchange Warrants held by Selway Capital Holdings LLC, which owns an aggregate of 966,667 Exchange Warrants. The number of warrants beneficially owned by the Reporting Person represents the extent to which the Reporting Person has a pecuniary interest in the warrants owned by Selway Capital Holdings LLC. |
/s/ Edmundo Gonzalez | 04/12/2013 | |
** 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. |