|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| Right to Adjustment Issuances | $ 0 (3) | 12/20/2012 | X(5) | 0 (5) | (6) | (7) | Common Stock | (5) | $ 0 (3) | 0 (8) | D (4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROUST TRADING LTD. 25 BELMONT HILLS DRIVE, WARWICK, D0 WK 06 |
X | X | See Remarks | |
| Tariko Roustam C/O CJSC "RUSSIAN STANDARD" CORPORATION 12 KRASNOPRESNENSKAYA NAB. OFFICE 1507 MOSCOW, 1Z 123610 |
X | X | See Remarks | |
| /s/ Wendell M. Hollis, as Authorized Representative of Roust Trading Ltd. | 12/24/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Roustam Tariko | 12/24/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | As described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on July 11, 2012 and in the Form 4 filed on behalf of Roust Trading Ltd. ("RTL") dated September 20, 2012, pursuant to the terms of the Amended Securities Purchase Agreement (the "SPA") executed on July 9, 2012 and filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 11, 2012, RTL was entitled to acquire 10,000,000 shares of Common Stock for no additional consideration, subject to the following restrictions: RTL had a right to acquire, within five business days of a request by RTL at any time after the following dates: (i) up to 3,000,000 shares of Common Stock after the execution of the SPA and the Amended Governance Agreement (as defined in the Issuer's Current Report on Form 8-K filed with the SEC on July 11, 2012), the execution of such agreements having occurred on July 9, 2012; |
| (2) | (ii) up to 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval (as defined in the SPA); and (iii) up to 2,000,000 shares following the Backstop Escrow Release Date (as defined in the SPA). The issuances of these shares is subject to the approval of all applicable anti-competition authorities and, until such applicable approvals are received, issuances will be limited to a maximum amount of Common Stock that may be issued without violation of any applicable anti-competition laws. On December 20, 2012, CEDC issued, for no additional consideration, 3,000,000 shares of Common Stock following RTL's exercise on November 15, 2012 of its right to acquire such shares pursuant to the terms of the SPA. |
| (3) | The 3,000,000 shares of Common Stock were acquired for no additional consideration, subject to the restrictions described in footnotes 1 and 2 above. |
| (4) | RTL holds the Common Stock and Right to Adjustment Issuances directly. Mr. Roustan Tariko ("Mr. Tariko") indirectly owns all of the equity interests of and controls RTL and, by virtue of this relationship, may be deemed to beneficially own the Common Stock owned by RTL and the Right to Adjustment Issuances described in Table II and footnotes 1 and 2 above. |
| (5) | RTL exercised its right to acquire, for no additional consideration, 3,000,000 shares of Common Stock as described in footnotes 1 and 2 above and pursuant to the terms of the SPA. |
| (6) | The Right to Adjustment Issuances are exercisable as follows: RTL has a right to acquire, within five business days of a request by RTL at any time after the following dates: (i) up to 3,000,000 shares of Common Stock after the execution of the SPA and the Amended Governance Agreement (which right has been exercised); (ii) up to 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval; and (iii) up to 2,000,000 shares following the Backstop Escrow Release Date. |
| (7) | The Right to Adjustment Issuances is subject to termination pursuant to the SPA. |
| (8) | As described in footnotes 1, 2 and 5 above, RTL currently has a right to acquire up to 7,000,000 shares of Common Stock within five business days of a request by RTL at any time after the following dates: (i) 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval and (ii) 2,000,000 shares following the Backstop Escrow Release Date. |
| Remarks: RTL has a contractual right to appoint director(s) to the Board of Directors of the Issuer and is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Mr. Tariko is serving as Interim President. | |