| 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
Crumbs Bake Shop, Inc. [ CRMB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/09/2012 | ||||||||||||||||||||||||||
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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 Voting Preferred Stock | 10/09/2012 | D | 20,670 | D | (1) | 76,004.9 | D(2)(3)(4) | |||
| Common Stock | 10/09/2012 | M | 506,700 | A | (1) | 506,700 | D(2)(3)(4) | |||
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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 | ||||||||
| New Crumbs Class B Exchangable Units | (1) | 10/09/2012 | M | 506,700 | (5) | (6) | Common Stock | 506,700 | (7) | 760,049 | D(2)(3)(4) | ||||
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 shares of Series A Voting Preferred Stock ("Series A Shares") and the New Crumbs Class B Exchangeable Units ("Class B Units") are exchangeable, collectively, for shares of the issuer's common stock on a one-for-one basis for no consideration, subject to the Exchange and Support Agreement among the issuer, Crumbs Holdings LLC ("Crumbs") and the members of Crumbs dated May 5, 2011. |
| 2. The securities are held directly by Bauer Holdings, LLC ("Bauer Holdings"). Each of Jason Bauer and Mia Bauer owns 30.5% of the shares of common stock of Bauer Holdings and Victor Bauer owns the remaining 39%, and each serves as a director of Bauer Holdings and may be deemed to hold or share the voting and/or dispositive power over the securities held by Bauer Holdings. ...(continued on the next footnote) |
| 3. (continued from the previous footnote)... Victor Bauer disclaims beneficial ownership of any of the securities as to which this report relates except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Victor Bauer is the beneficial owner of such securities for purposes of section 16 or any other purpose. ...(continued on the next footnote) |
| 4. (continued from the previous footnote)... As a result of its relationship with a director of the issuer, Bauer Holdings has been recognized by the Board of Directors of the issuer as a director by deputization of the issuer. Jason Bauer and Mia Bauer are each filing a Form 4 separately. |
| 5. The Class B Units are immediately exchangable for one share of the issuer's common stock. |
| 6. The Class B Units do not expire. |
| 7. The Class B Units and the shares of the Series A Stock were issued to the reporting person as consideration in a merger transaction on May 5, 2011, pursuant to a Business Combination Agreement between the issuer, 57th Street Merger Sub LLC, and Crumbs dated January 9, 2011, as amended. |
| /s/ Jason Bauer, President | 10/09/2012 | |
| /s/ Victor Bauer | 10/09/2012 | |
| ** 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. | ||