Unassociated Document

0001140361-15-029366.txt : 20150731 0001140361-15-029366.hdr.sgml : 20150731 20150731172211 ACCESSION NUMBER: 0001140361-15-029366 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150731 FILED AS OF DATE: 20150731 DATE AS OF CHANGE: 20150731 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chart Acquisition Corp. CENTRAL INDEX KEY: 0001527349 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 452853218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-350-8250 MAIL ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kendall Family Investments, LLC CENTRAL INDEX KEY: 0001635979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35762 FILM NUMBER: 151020241 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-782-7000 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BACON LOUIS M CENTRAL INDEX KEY: 0001051290 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35762 FILM NUMBER: 151020242 MAIL ADDRESS: STREET 1: 11 TIMES SQUARE, 39TH FLOOR STREET 2: MOORE CAPITAL MANAGEMENT LP CITY: NEW YORK STATE: NY ZIP: 10036 4 1 doc1.xml FORM 4 X0306 4 2015-07-31 1 0001527349 Chart Acquisition Corp. CACG 0001051290 BACON LOUIS M 1251 AVE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 0001635979 Kendall Family Investments, LLC 1251 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 Common Stock 2015-07-31 4 S 0 962500 D 0 I See footnote Warrants (Right to Buy) 11.50 2015-07-31 4 P 0 1766101 A Common Stock 1766101 1766101 I See Footnotes Warrants (Right to Buy) 11.50 2015-07-31 4 S 0 1766101 D Common Stock 1766101 0 I See Footnotes The stockholders of Chart Acquisition Corp. (the "Issuer") approved the initial business combination of the Issuer and Tempus Applied Solutions, LLC under a new holding company called Tempus Applied Solutions Holdings, Inc. ("TASH") and the initial business combination was consummated on July 31, 2015 (the "Business Combination"). In connection with the Business Combination, the Reporting Persons disposed of their shares of common stock of the Issuer in exchange for 962,500 shares of TASH common stock on July 31, 2015. This Form 4 is being filed (a) by Louis M. Bacon ("Mr. Bacon") who controls Kendall Family Investments, LLC ("Kendall"), and (b) by Kendall. This Form 4 relates to shares of common stock and warrants of the Issuer (the "Securities") indirectly held by Kendall. As the control person of Kendall, Mr. Bacon may be deemed to be the beneficial owner of the Securities beneficially owned by Kendall. The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Each warrant (the "Chart Warrants") entitles the Reporting Persons to purchase one share of the Issuer's common stock. The Reporting Persons obtained 212,500 Chart Warrants in a private placement of units consisting of one share of Issuer common stock and one Chart Warrant at a price of $10 per unit that occurred simultaneously with the initial public offering of the Issuer. The Reporting Persons acquired 4,366 Chart Warrants in a warrant tender offer that closed in September 2014, 366,917 Chart Warrants in a warrant tender offer that closed in March 2015, and 1,182,318 Chart Warrants in a warrant tender offer that closed in June 2015, in each case, at a price per warrant of $0.30. In connection with the Business Combination, the Reporting Persons disposed of all of their Chart Warrants in exchange for warrants to purchase 1,766,101 shares of TASH common stock at an exercise price of $11.50 per share. The terms of the Chart Warrants state that they are exercisable at any time commencing on the later of December 19, 2013 or 30 days after the consummation of the Business Combination and expiring five years after the date of the consummation of the Business Combination at 5:00 p.m. New York time, or earlier upon redemption or the Issuer's liquidation. The first date on which no material contingencies to the exercisability of the Chart Warrants existed was July 31, 2015, the date of the consummation of the Business Combination. /s/ James E. Kaye, Attorney-in-Fact of Louis M. Bacon 2015-07-31 /s/ James E. Kaye, Vice President, Kendall Family Investments 2015-07-31 EX-99 2 jameskayesigned7312015.htm Unassociated Document

JOINT FILING INFORMATION

Reporting Person:	LOUIS M. BACON
Address:	1251 AVENUE OF THE AMERICAS
	NEW YORK, NEW YORK 10020

Designated Filer:	LOUIS M. BACON

Issuer and Symbol:	CHART ACQUISITION CORP. ("CACG")

Date of Event Requiring Statement:	7/31/2015

Signature:	/s/ James E. Kaye, Attorney-in-Fact James E. Kaye, Attorney-in-Fact

Reporting Person:	KENDALL FAMILY INVESTMENTS

Address:	1251 AVENUE OF THE AMERICAS
	NEW YORK, NEW YORK 10020

Designated Filer:	LOUIS M. BACON

Issuer and Symbol:	CHART ACQUISITION CORP. ("CACG")

Date of Event Requiring Statement:	7/31/2015

Signature:	/s/ James E. Kaye, Vice President James E. Kaye, Vice President