0001144204-13-021543.txt : 20130412 0001144204-13-021543.hdr.sgml : 20130412 20130412154320 ACCESSION NUMBER: 0001144204-13-021543 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130410 FILED AS OF DATE: 20130412 DATE AS OF CHANGE: 20130412 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTRATER ANDREW CENTRAL INDEX KEY: 0001257292 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54527 FILM NUMBER: 13758683 MAIL ADDRESS: STREET 1: C/O COLUMBUS NOVA LLC STREET 2: 590 MADISON AVE 38TH FL CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Selway Capital Acquisition Corp. CENTRAL INDEX KEY: 0001514682 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, STREET 2: 19TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-421-6667 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, STREET 2: 19TH FL CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v341293_4.xml OWNERSHIP DOCUMENT X0306 4 2013-04-10 0 0001514682 Selway Capital Acquisition Corp. SWCA 0001257292 INTRATER ANDREW C/O SELWAY CAPITAL ACQUISITION CORP 600 THIRD AVENUE, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 Series C Common Stock 2013-04-10 4 J 0 5380 0.00 A 30935 I Through Selway Capital Holdings LLC Warrant to purchase Common Stock 10.00 2013-04-01 4 J 0 52007 A 2016-11-07 Common Stock 52007 52007 I Through Selway Capital Holdings LLC In connection with the Issuer's initial public offering, Selway Capital Holdings LLC acquired warrants to purchase an aggregate of 2,333,333 shares of the Issuer's common stock at an exercise price of $7.50 per share for an aggregate purchase price of $1,750,000. Pursuant to a Merger Agreement with Healthcare Corporation of America ("Target"), among others, on April 10, 2013, such warrants automatically converted into the right to receive: (i) an aggregate of 100,000 shares of Series C common stock, and (ii) warrants to purchase an aggregate of 1,000,000 shares of common stock at an exercise price of $10.00 per share (the "Exchange Warrants"), of which 966,667 Exchange Warrants were issued to Selway Capital Holdings LLC and 33,333 Exchange Warrants were issued to Doron Cohen. The proceeds from the exercise of the Exchange Warrants will be paid: (i) 75% to the holders of all of the issued and outstanding shares of common stock of Target immediately prior to the time of the merger, and (ii) 25% to certain members of the Target's management. The Exchange Warrants are only exercisable for cash, may not be exercised on a cashless basis, and must be exercised if the closing price for the combined company's common stock exceeds $12.00 per share for 20 trading days in any 30-trading-day period. Represents 5,380 shares of Series C common stock that that are owned by Selway Capital Holdings LLC The Reporting Person indirectly beneficially owns 30,935 shares of Series C common stock held by Selway Capital Holdings LLC, which owns an aggregate of 600,000 shares of common stock of the Issuer. The number of shares beneficially owned by the Reporting Person represents the extent to which the Reporting Person has a pecuniary interest in the shares owned by Selway Capital Holdings LLC. Represents 52,007 Exchange Warrants that are owned by Selway Capital Holdings LLC. The warrants may be exercised at any time or from time to time from the consummation of a post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be. The Reporting Person indirectly beneficially owns 52,007 Exchange Warrants held by Selway Capital Holdings LLC, which owns an aggregate of 966,667 Exchange Warrants. The number of warrants beneficially owned by the Reporting Person represents the extent to which the Reporting Person has a pecuniary interest in the warrants owned by Selway Capital Holdings LLC. The securities reported on this Form 4 report are directly held by Selway Capital Holdings LLC. CN-SCH LLC ("CN-SCH") is a member of Selway Capital Holdings LLC. Bounty Investments, LLC ("Bounty") owns 100% of the equity interests of CN-SCH, LLC. Santa Maria Overseas Ltd. owns 80% of the equity interests of Bounty. Mayflower Trust owns 100% of the equity interests of Santa Maria Overseas Ltd. TZ Columbus Services Limited is the trustee of Mayflower Trust. The Reporting Person is the Chief Executive Officer of each of Bounty and CN-SCH and, until April 10, 2013, was a director of the Issuer. /s/ Andrew Intrater 2013-04-12