0001144204-15-068119.txt : 20151125
0001144204-15-068119.hdr.sgml : 20151125
20151125164925
ACCESSION NUMBER: 0001144204-15-068119
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151123
FILED AS OF DATE: 20151125
DATE AS OF CHANGE: 20151125
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: STG Group, Inc.
CENTRAL INDEX KEY: 0001583513
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 463134302
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11091 SUNSET HILLS ROAD
STREET 2: SUITE 200
CITY: RESTON
STATE: VA
ZIP: 20190
BUSINESS PHONE: (703) 691-2480
MAIL ADDRESS:
STREET 1: 11091 SUNSET HILLS ROAD
STREET 2: SUITE 200
CITY: RESTON
STATE: VA
ZIP: 20190
FORMER COMPANY:
FORMER CONFORMED NAME: Global Defense & National Security Systems, Inc.
DATE OF NAME CHANGE: 20130805
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Perl Andrew Damian
CENTRAL INDEX KEY: 0001476548
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36149
FILM NUMBER: 151256644
MAIL ADDRESS:
STREET 1: 130 JERMYN STREET
CITY: LONDON
STATE: X0
ZIP: SW1Y 4UR
4
1
v425577_form4.xml
FORM 4
X0306
4
2015-11-23
0
0001583513
STG Group, Inc.
GDEF
0001476548
Perl Andrew Damian
C/O STG GROUP, INC.
11091 SUNSET HILLS ROAD, SUITE 200
RESTON,
VA
20190
1
0
1
0
Common Stock
2015-11-23
4
P
0
1030103
10.63
A
3754828
I
See Footnote
Common Stock
2015-11-23
4
D
0
445161
0
D
3309667
I
See Footnote
Common Stock
2015-11-23
4
D
0
35000
0
D
3274667
I
See Footnote
Convertible Promissory Note
10.60
2015-11-23
4
J
0
1263263
0
D
2015-11-24
Common Stock
119175
0
I
See Footnote
Convertible Promissory Note
10.60
2015-11-23
4
J
0
1343790
0
D
2015-11-24
Common Stock
126772
0
I
See Footnote
Convertible Promissory Note
10.60
2015-11-23
4
J
0
1250000
0
D
2015-11-24
Common Stock
117924
0
I
See Footnote
Convertible Promissory Note
10.60
2015-11-23
4
J
0
711447
0
D
2015-11-24
Common Stock
67117
0
I
See Footnote
Shares acquired pursuant to that certain Amended & Restated Backstop Common Stock Purchase Agreement, dated as of November 23, 2015, by and between Global Defense & National Security Systems, Inc. (the "Company") and Global Defense & National Security Holdings LLC.
Shares forfeited to the Company, pursuant to the Stock Purchase Agreement, dated as of June 8, 2015, by and between the Company, STG Group, Inc., the stockholders of STG Group, Inc. and the other parties thereto (the "Stock Purchase Agreement").
Shares transferred to the stockholders of STG Group, Inc. for no consideration in connection with the closing of the transactions contemplated by the Stock Purchase Agreement.
The Common Stock is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.
Following the consummation of the Issuer's initial Business Combination (as defined in the Issuer's Amended and Restated Certificate of Incorporation then in effect) on November 23, 2015, the convertible promissory note became convertible at the option of the holder at the greater of (1) $10.00 per share and (2) $10.60, the 30-day trailing average of the closing price per share. On November 23, 2015, in connection with closing the initial Business Combination and in consideration of the payment by the issuer of the face value of the convertible promissory notes, the outstanding principal due under the convertible promissory notes was repaid and such notes were canceled.
The convertible promissory note is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.
/s/ Andrew Damian Perl
2015-11-25