0000899243-17-011449.txt : 20170502 0000899243-17-011449.hdr.sgml : 20170502 20170502171200 ACCESSION NUMBER: 0000899243-17-011449 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170501 FILED AS OF DATE: 20170502 DATE AS OF CHANGE: 20170502 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES INC CENTRAL INDEX KEY: 0000849706 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 710675758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 914 N. JEFFERSON STREET CITY: SPRINGDALE STATE: AR ZIP: 72764 BUSINESS PHONE: 479-756-7400 MAIL ADDRESS: STREET 1: 914 N. JEFFERSON ST. CITY: SPRINGDALE STATE: AR ZIP: 72764 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIG GP II INC CENTRAL INDEX KEY: 0001173671 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10367 FILM NUMBER: 17806072 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DR STREET 2: 27TH FL CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAYSIDE OPPORTUNITY ADVISORS, LLC CENTRAL INDEX KEY: 0001411105 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10367 FILM NUMBER: 17806073 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE, STREET 2: 26TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-379-8686 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE, STREET 2: 26TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.I.G. Advisors IV, L.L.C. CENTRAL INDEX KEY: 0001476298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10367 FILM NUMBER: 17806074 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-379-2322 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAYSIDE OPPORTUNITY FUND, LP CENTRAL INDEX KEY: 0001411104 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10367 FILM NUMBER: 17806075 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE, STREET 2: 26TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-379-8686 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE, STREET 2: 26TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.I.G. AERT, LLC CENTRAL INDEX KEY: 0001514282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10367 FILM NUMBER: 17806077 BUSINESS ADDRESS: STREET 1: 855 BOYLSTON STREET STREET 2: 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617)262-8455 MAIL ADDRESS: STREET 1: 855 BOYLSTON STREET STREET 2: 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MNAYMNEH SAMI CENTRAL INDEX KEY: 0001050046 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10367 FILM NUMBER: 17806071 MAIL ADDRESS: STREET 1: 1001 SOUTH BAYSHORE DRIVE STREET 2: STE 2708 CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.I.G. Capital Partners IV, L.P. CENTRAL INDEX KEY: 0001476299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10367 FILM NUMBER: 17806076 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-379-2322 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAMER ANTHONY CENTRAL INDEX KEY: 0001050045 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10367 FILM NUMBER: 17806070 MAIL ADDRESS: STREET 1: 1001 SOUTH BAYSHORE DRIVE STREET 2: STE 2708 CITY: MIAMI STATE: FL ZIP: 33131 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-01 1 0000849706 ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES INC AERT 0001514282 H.I.G. AERT, LLC C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001476299 H.I.G. Capital Partners IV, L.P. C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001411104 BAYSIDE OPPORTUNITY FUND, LP C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001476298 H.I.G. Advisors IV, L.L.C. C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001411105 BAYSIDE OPPORTUNITY ADVISORS, LLC C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001173671 HIG GP II INC C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001050046 MNAYMNEH SAMI C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001050045 TAMER ANTHONY C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 Class A Common Stock 2017-05-01 4 J 0 15289890 0.1359 D 0 D Series E Convertible Preferred Stock 0.075 2017-05-01 4 J 0 20524.149 2603.4833 D Class A Common Stock 393084089 0 D Disposed of pursuant to the Agreement and Plan of Merger by and among Oldcastle Architectural, Inc. ("Parent"), Oldcastle Ascent Merger Sub, Inc., a wholly-owned subsidiary of Parent, and Issuer, dated as of March 16, 2017 (the "Merger Agreement"), whereby each share of Issuer Class A common stock ("Common Stock") was cancelled and converted into the right to receive $0.135936 in cash without interest and subject to any applicable withholding taxes, and each share of Issuer Series E Convertible Preferred Stock ("Preferred Stock") was cancelled and converted into the right to receive $2,603.483278 in cash without interest and subject to any applicable withholding taxes. At the holder's election and for no additional consideration, each share of Preferred Stock was convertible into shares of Common Stock at any time. The shares of Preferred Stock had no expiration date. 393,084,089 shares of Common Stock were issuable upon conversion of the 20,524.149 shares of Preferred Stock at the fixed rate of 19,152.27 shares of Common Stock for each share of Preferred Stock, the "Conversion Rate" for the Preferred Stock pursuant to the Issuer's Certificate of Designations, Preferences and Rights of the Series E Convertible Preferred Stock in the event a fundamental transaction (which includes the merger pursuant to the Merger Agreement) occurred prior to August 1, 2017. This Form 4 is being filed by H.I.G. AERT, LLC as the direct beneficial owner of the shares of Common Stock and the shares of Preferred Stock. Each of the other Reporting Persons may be deemed to be indirect beneficial owners of the shares of Common Stock and Preferred Stock, as follows: (i) H.I.G. Capital Partners IV, L.P. and Bayside Opportunity Fund, L.P., each in their capacity as the holders of 56.8% and 29.9%, respectively, of the equity interests of H.I.G. AERT, LLC; (ii) H.I.G. Advisors IV, LLC, in its capacity as the general partner of H.I.G. Capital Partners IV, L.P.; (iii) Bayside Opportunity Advisors, LLC, in its capacity as the general partner of Bayside Opportunity Fund, L.P..; (iv) H.I.G.- GPII, Inc., in its capacity as the manager of each of H.I.G. Advisors IV, LLC and Bayside Opportunity Advisors, LLC; and (v) Sami W. Mnaymneh and Anthony A. Tamer, each in their capacity as co-presidents and directors of H.I.G.- GPII, Inc. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than H.I.G. AERT, LLC, herein states that this filing shall not be deemed to be an admission that it or he is a beneficial owner of any shares of Common Stock or Preferred Stock covered by this Statement of Changes in Beneficial Ownership of Securities on Form 4. Each of the Reporting Persons, other than H.I.G. AERT, LLC, disclaims beneficial ownership of the shares, except to the extent of its or his pecuniary interest in the shares. H.I.G. AERT, LLC, By: H.I.G. Capital Partners IV, L.P., Title: Member, By: H.I.G. Advisors IV, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 2017-05-01 H.I.G. Capital Partners IV, L.P., By: H.I.G. Advisors IV, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 2017-05-01 Bayside Opportunity Fund, L.P., By: Bayside Opportunity Advisors, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 2017-05-01 H.I.G. Advisors IV, LLC, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 2017-05-01 Bayside Opportunity Advisors, LLC, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 2017-05-01 H.I.G.- GPII, Inc., By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 2017-05-01 /s/ Sami W. Mnaymneh 2017-05-01 /s/ Anthony A. Tamer 2017-05-01