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
CIG WIRELESS CORP. [ CIGW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2014 | ||||||||||||||||||||||||||
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 A-1 Non-Convertible Preferred Stock | 03/07/2014 | P | 30,000 | A | $100 | 453,330.54 | I(1)(2) | See Footnotes(1)(2) | ||
Series A-1 Non-Convertible Preferred Stock | 03/07/2014 | J(3) | 3,900 | A | (3) | 457,230.54 | I(1)(2) | See Footnotes(1)(2) |
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 | ||||||||
Series A-2 Convertible Preferred Stock | $1(4) | 03/07/2014 | P | 3,230,442 | 03/07/2014 | (5) | Common Stock | 3,230,443 | (6) | 38,876,068 | I(1)(2) | See Footnotes(1)(2) | |||
Series A-2 Convertible Preferred Stock | $1(4) | 03/07/2014 | J(3) | 402,596 | 03/07/2014 | (5) | Common Stock | 402,596 | (3) | 39,278,664 | I(1)(2) | See Footnotes(1)(2) | |||
Series A-2 Convertible Preferred Stock | $1(4) | 03/07/2014 | J(7) | 394,276 | 03/07/2014 | (5) | Common Stock | 394,276 | (7) | 39,672,940 | I(1)(2) | See Footnotes(1)(2) |
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. The filing of this Form 4 shall not be construed as an admission that Camellia Partners, LLC, Fir Tree, Inc., Jeffrey Tannenbaum or Andrew Fredman (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.00001 per share (the "Common Stock"), Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the "Series A-1 Preferred Stock"), or Series A-2 Convertible Preferred Stock, par value $0.00001 per share (the "Series A-2 Preferred Stock"), of CIG Wireless Corp. (the "Issuer") owned by Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") or Fir Tree REF III Tower LLC, a Delaware limited liability company ("Fir Tree REF III"). Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership. |
2. Camellia Partners, LLC, the general partner of Fir Tree Capital, Fir Tree, Inc. and Fir Tree REF III, hold indirectly the Series A-1 Preferred Stock and Series A-2 Preferred Stock through the account of Fir Tree Capital and Fir Tree REF III, respectively; Jeffrey Tannenbaum, a principal of Camellia Partners, LLC and the principal of Fir Tree, Inc., and Andrew Fredman, a principal of Camellia Partners, LLC , at the time of the transaction, controlled the disposition and voting of the Series A-1 Preferred Stock and Series A-2 Preferred Stock. Camellia Partners, LLC receives performance-based allocation and Fir Tree, Inc. receives an asset-based fee from Fir Tree Capital and Fir Tree REF III. |
3. On March 7, 2014, the Issuer issued to each of Fir Tree Capital and Fir Tree REF III 1,950 shares of Series A-1 Preferred Stock and 201,298 shares of Series A-2 Preferred Stock in connection with the satisfaction of an indemnification claim. |
4. The shares of Series A-2 Preferred Stock are currently convertible on a 1-for-1 basis into shares of Common Stock. |
5. There is no expiration date with respect to the Series A-2 Preferred Stock; however, the Series A-2 Preferred Stock may be redeemed at the option of the holder upon certain events, as set forth in the Certificate of Designations of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock. |
6. On March 7, 2014, in connection with the purchase of 30,000 shares of Series A-1 Preferred Stock, Fir Tree Capital and Fir Tree REF III were issued an aggregate of 3,230,442 shares of Series A-2 Preferred Stock pursuant to the terms of the Securities Purchase Agreement, dated August 1, 2013, by and among the Issuer, Fir Tree Capital and Fir Tree REF III. |
7. On March 7, 2014, the Issuer issued to each of Fir Tree Capital and Fir Tree REF III 197,138 shares of Series A-2 Preferred Stock solely for the purpose of correcting mathematical errors in the calculations for certain prior issuances of Series A-2 Preferred Stock to each of Fir Tree Capital and Fir Tree REF III. |
Remarks: |
/s/ Jeffrey Tannenbaum, a Principal of Camellia Partners, LLC | 03/11/2014 | |
/s/ Jeffrey Tannenbaum | 03/11/2014 | |
/s/ Jeffrey Tannenbaum, Principal of Fir Tree, Inc. | 03/11/2014 | |
/s/ Andrew Fredman | 03/11/2014 | |
** 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. |