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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Note (1) (2) | (3) | 12/20/2013 | D | 2,263,595 | (3) | (3) | Common Stock (3) | 2,263,595 | (1) (2) | 19,118,233 | D (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PAR INVESTMENT PARTNERS LP ONE INTERNATIONAL PLACE SUITE 2401 BOSTON, MA 02110 |
X | X | ||
PAR CAPITAL MANAGEMENT INC ONE INTERNATIONAL PLACE SUITE 2401 BOSTON, MA 02110 |
X | |||
PAR Group, L.P. ONE INTERNATIONAL PLACE SUITE 2401 BOSTON, MA 02110 |
X |
PAR INVESTMENT PARTNERS, L.P., By: PAR Group, L.P., its General Partner, By: PAR Capital Management, Inc., its General Partner, Name: Steven M. Smith, Title: Chief Operating Officer and General Counsel | 12/24/2013 | |
**Signature of Reporting Person | Date | |
PAR GROUP, L.P., By: PAR Capital Management, Inc., its General Partner, Name: Steven M. Smith, Title: Chief Operating Officer and General Counsel | 12/24/2013 | |
**Signature of Reporting Person | Date | |
PAR CAPITAL MANAGEMENT, INC., Name: Steven M. Smith, Title: Chief Operating Officer and General Counsel | 12/24/2013 | |
**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) | The Convertible Promissory Note reported herein, which previously had an aggregate principal amount equal to $19,000,000 (the "Note"), was issued to PAR Investment Partners, L.P. ("PAR") pursuant to the Convertible Note Purchase Agreement (the "Note Purchase Agreement"), dated as of October 21, 2013, by and between the Issuer and PAR, for a purchase price of $19,000,000. PAR Capital Management, Inc. ("PCM"), as the general partner of PAR Group, L.P. ("PAR Group"), which is the general partner of PAR, has investment discretion and voting control over shares held by PAR. |
(2) | Cont from footnote 1: Each of PCM and PAR Group disclaims beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, if any, as a result of their direct or indirect ownership interests in PAR and a contingent right on the part of PAR Group to receive a performance-based incentive allocation from PAR. Edward L. Shapiro is a portfolio manager employed by PCM who serves as the representative of PAR on the Issuer's board of directors. |
(3) | The principal amount of the Note, together with all accrued but unpaid interest (the "Loan Amount"), was paid in full in cash pursuant to its terms by the Issuer on December 20, 2013. |