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
Voltari Corp [ VLTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/30/2015 | ||||||||||||||||||||||||||
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, par value $0.001 ("Shares") | 03/30/2015 | X | 4,061,417(4) | A | $1.36 | 4,739,620 | I | please see footnotes(1)(2)(3) |
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 | ||||||||
Subscription Rights ("right to buy") | $1.36 | 03/30/2015 | X | 678,203 | 02/27/2015 | 03/20/2015 | Shares | 4,061,417(4) | $0.00 | 0 | I | please see footnotes(1)(2)(3) |
Explanation of Responses: |
1. High River Limited Partnership ("High River") is the direct beneficial owner of: (i) 698,848 Shares; (ii) 142,966 Shares underlying warrants; and (iii) 168,995 shares of Series J preferred stock of Voltari Corporation (formerly Motricity, Inc.) (the "Issuer"). Koala Holding LP ("Koala") is the direct beneficial owner of: (i) 4,040,772 Shares; (ii) 826,637 Shares underlying warrants; and (iii) 977,136 shares of Series J preferred stock of the Issuer. |
2. Hopper Investments, LLC ("Hopper") is the general partner of High River. Koala Holding GP Corp. ("Koala GP") is the general partner of Koala. Barberry Corp. ("Barberry") is the sole member of Hopper and the sole stockholder of Koala GP. Carl C. Icahn is the sole stockholder of Barberry. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. |
3. Each of Hopper, Barberry and Mr. Icahn (by virtue of their relationship to High River) may be deemed to indirectly beneficially own the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn (by virtue of their relationship to Koala) may be deemed to indirectly beneficially own the Shares which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
4. Represents Shares acquired upon exercise of basic subscription rights and oversubscription rights allocated to High River and Koala in the rights offering conducted by the Issuer, which expired on March 20, 2015. The acquisition of the subscription rights by High River and Koala was exempt from Section 16 by virtue of Rule 16a-9(b) and the purchase of Shares by High River and Koala pursuant to the exercise of the subscription rights was exempt from Section 16(b) by virtue of Section 16b-6(b). |
Remarks: |
CARL C. ICAHN | 03/31/2015 | |
** 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. |