0001179110-13-013555.txt : 20130827 0001179110-13-013555.hdr.sgml : 20130827 20130827185801 ACCESSION NUMBER: 0001179110-13-013555 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130521 FILED AS OF DATE: 20130827 DATE AS OF CHANGE: 20130827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EveryWare Global, Inc. CENTRAL INDEX KEY: 0001532543 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FURNITURE & HOME FURNISHINGS [5020] IRS NUMBER: 453414553 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 519 N. PIERCE AVENUE CITY: LANCASTER STATE: OH ZIP: 43130 BUSINESS PHONE: 740-687-2500 MAIL ADDRESS: STREET 1: 519 N. PIERCE AVENUE CITY: LANCASTER STATE: OH ZIP: 43130 FORMER COMPANY: FORMER CONFORMED NAME: ROI Acquisition Corp. DATE OF NAME CHANGE: 20111012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clinton Spotlight Master Fund LP CENTRAL INDEX KEY: 0001577072 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35437 FILM NUMBER: 131063923 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-825-0400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLINTON MAGNOLIA FUND LTD CENTRAL INDEX KEY: 0001460154 STATE OF INCORPORATION: XX FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35437 FILM NUMBER: 131063924 BUSINESS ADDRESS: STREET 1: C/O FORTIS PRIME FUND SOLUTIONS (CAY) LT STREET 2: P.O. BOX 2003 CITY: GRAND CAYMAN STATE: XX ZIP: KY1-1104 BUSINESS PHONE: 212-825-0400 MAIL ADDRESS: STREET 1: C/O FORTIS PRIME FUND SOLUTIONS (CAY) LT STREET 2: P.O. BOX 2003 CITY: GRAND CAYMAN STATE: XX ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35437 FILM NUMBER: 131063925 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 4/A 1 edgar.xml FORM 4/A - X0306 4/A 2013-05-21 2013-05-23 0 0001532543 EveryWare Global, Inc. EVRY 0001134119 CLINTON GROUP INC 601 LEXINGTON AVENUE NEW YORK NY 10022 1 0 1 0 0001460154 CLINTON MAGNOLIA FUND LTD C/O FORTIS SERVICES (CAYMAN) LIMITED PO BOX 2003 GT GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001577072 Clinton Spotlight Master Fund LP 601 LEXINGTON AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock 2013-05-21 4 A 0 1050000 10.00 A 2913000 I See Footnote. Common Stock 2013-05-21 4 A 0 600000 10.00 A 600000 I See Footnote. Warrants to Purchase Common Stock 12.00 2013-05-21 4 D 0 4423851 0 D Common Stock 4423851 0 I See Footnote. Warrants to Purchase Common Stock 6.00 2013-05-21 4 A 0 4423851 0 A Common Stock 2211925 4423851 I See Footnote. Warrants to Purchase Common Stock 12.00 2013-05-21 4 D 0 300000 0 D Common Stock 300000 0 I See Footnote. Warrants to Purchase Common Stock 6.00 2013-05-21 4 A 0 300000 0 A Common Stock 150000 300000 I See Footnote. By Clinton Magnolia Master Fund, Ltd., whose investment manager is Clinton Group, Inc. By Clinton Spotlight Master Fund, L.P., whose investment manager is Clinton Group, Inc., The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or twelve months from the closing of the Issuer's initial public offering, provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. Five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. All of the issuer's warrants were amended to reduce the number of shares and their exercise price in half. Up to 547,913 of such shares shall be subject to forfeiture as follows: (i) all of the shares shall be subject to forfeiture by the holder in the event that the last sales price of the Issuer's stock does not equal or exceed $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 5 years following the closing of the Issuer's initial business combination, and (ii) 282,225 shares shall be subject to forfeiture by the holder in the event that the last sales price of the Issuer's stock does not equal or exceed $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 5 years following the closing of the Issuer's initial business combination. Amendment to include additional relationships, correct transaction codes and fix miscalculations. /s/ Laura Rosenblum, Attorney-in-Fact 2013-08-27 /s/ Laura Rosenblum, Attorney-in-Fact 2013-08-27 /s/ Laura Rosenblum, Attorney-in-Fact 2013-08-27