- Statement of Changes in Beneficial Ownership (4)
April 02 2009 - 8:52PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Stone Jerry
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2. Issuer Name
and
Ticker or Trading Symbol
HUGHES Telematics, Inc.
[
HTC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice President
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(Last)
(First)
(Middle)
2200 FLETCHER AVENUE, 4TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2009
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(Street)
FORT LEE, NJ 07024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/31/2009
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D
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7829
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D
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(1)
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166929
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I
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Held by Vinco Vincere Vici Victum LLC
(2)
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Common Stock
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3/31/2009
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D
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58253
(3)
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D
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(4)
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108676
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I
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Held by Vinco Vincere Vici Victum LLC
(2)
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Common Stock
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3/31/2009
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A
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72224
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A
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(4)
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180900
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I
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Held by Trivergance, LLC
(5)
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Common Stock
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3/31/2009
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P
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32826
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A
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$10.00
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213726
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I
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Held by Trivergance, LLC
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock
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(3)
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3/31/2009
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A
(3)
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58253
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(3)
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3/31/2014
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Common Stock
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58253
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(4)
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58253
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I
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Held by Vinco Vincere Vici Victum LLC
(2)
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Common Stock
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(6)
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3/31/2009
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A
(6)
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241893
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(6)
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3/31/2014
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Common Stock
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241893
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(4)
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300146
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I
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Held by Trivergance, LLC
(5)
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Explanation of Responses:
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(
1)
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Shares delivered to the Issuer and cancelled in connection with the merger between HUGHES Telematics, Inc. and Polaris Acquisition Corp. (the "Merger").
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(
2)
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Jerry Stone controls Vinco Vincere Vici Victum LLC.
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(
3)
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Shares deposited into escrow to be released to the Reporting Person if the trading price of the Issuer's common stock equals or exceeds $20.00 for any 20 trading days within a 30 trading-day period between the first and fifth anniversaries of the closing of the Merger.
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(
4)
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Merger consideration.
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(
5)
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Jerry Stone has a pecuniary interest in shares held by Trivergance, LLC.
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(
6)
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Shares issued into escrow as Merger consideration to be released to the Reporting Person in three tranches, as follows: (i) the first tranche of 40% of such shares will be released if the trading price of the Issuer's common stock equals or exceeds $20.00 for any 20 trading days within a 30 trading-day period between the first and fifth anniversaries of the closing of the Merger; (ii) the second tranche of 30% of such shares will be released if the trading price of the Issuer's common stock equals or exceeds $24.50 for any 20 trading days within a 30 trading-day period between the second and fifth anniversaries of the closing of the Merger; and (iii) the third tranche of 30% of such shares will be released if the trading price of the Issuer's common stock equals or exceeds $30.50 for any 20 trading days within a 30 trading-day period between the third and fifth anniversaries of the closing of the Merger.
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Remarks:
As of the consummation of the merger between HUGHES Telematics, Inc. and Polaris Acquisition Corp., the Reporting Person resigned as an officer of the Issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Stone Jerry
2200 FLETCHER AVENUE, 4TH FLOOR
FORT LEE, NJ 07024
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Vice President
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Signatures
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/s/ Jerry Stone
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4/2/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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