Statement of Changes in Beneficial Ownership (4)
April 14 2014 - 2:43PM
Edgar (US Regulatory)
FORM 4
[ ]
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MENKES ALAN
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2. Issuer Name
and
Ticker or Trading Symbol
Integrated Drilling Equipment Holdings Corp
[
IRIG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O G2 INVESTMENT GROUP, LLC, 142 W. 57TH STREET, 12TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2012
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(Street)
NEW YORK, NY 10019
(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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5/31/2013
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J
(1)
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220303
(2)
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A
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$0
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404015
(3)
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D
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Common Stock
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228988
(4)
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I
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See Footnote
(5)
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Series A preferred stock, par value $0.0001
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12/14/2012
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J
(6)
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5256
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A
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$0
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5256
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I
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See Footnote
(5)
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Series B preferred stock, par value $0.0001
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11/14/2013
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J
(7)
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1051
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A
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$0
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1051
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I
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See Footnote
(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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Warrants to purchase Common Stock
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$11.50
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2/25/2013
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J
(8)
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114788
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1/13/2013
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12/14/2017
(9)
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Common Stock
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114788
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$0
(10)
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0
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I
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See Footnotes (5) and
(11)
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Explanation of Responses:
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(
1)
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Pro rata distribution from Empeiria Investors LLC, of which the reporting person is a member.
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(
2)
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On February 25, 2013, pursuant to the Placement Warrant Exchange Agreement, the Issuer issued 39,000 shares of Common Stock (the "Exchange Shares") to Empeiria Investors LLC in exchange for the cancellation of 390,000 warrants to purchase the Issuer's Common Stock (the "Exchange"). The reported number includes 11,478 shares of Common Stock attributable to the Exchange Shares.
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(
3)
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Reflects the forfeiture of 25,875 shares of Common Stock as a result of the underwriters in the Issuer's initial public offering not exercising their over-allotment option in full.
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(
4)
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The aggregate number of shares of Common Stock beneficially owned reflects (i) changes in the Reporting Person's proportionate interest in Empeiria Investors LLC resulting from additional investments in, and the admission of new members, to Empeiria Investors LLC and (ii) the pro rata distribution from Empeiria Investors LLC discussed in footnote (1).
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(
5)
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Reporting Person indirectly owns the shares of Common Stock, Series A preferred stock, Series B preferred stock and Warrants reported herein through his membership interest in Empeiria Investors LLC. Reporting Person is the managing member of Empeiria Investors LLC and may be deemed to have beneficial ownership over all equity securities owned by Empeiria Investors LLC and disclaims beneficial ownership of any shares of equity securities for which he does not have pecuniary interest.
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(
6)
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On December 14, 2012, Empeiria Investors LLC entered into a Stock Purchase Agreement with the Issuer and purchased shares of Series A preferred stock of the Issuer.
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(
7)
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On November 14, 2013, Empeiria Investors LLC entered into a Stock Purchase Agreement with the Issuer and purchased shares of Series B preferred stock of the Issuer.
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(
8)
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On February 25, 2013, pursuant to the Placement Warrant Exchange Agreement, the Issuer issued 39,000 shares of Common Stock to Empeiria Investors LLC in exchange for the cancellation of 390,000 warrants to purchase the Issuer's Common Stock.
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(
9)
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The Warrants became exercisable 30 days after the completion of Empeiria Acquisition Corp.'s merger with Integrated Drilling Equipment Company Holdings Inc. (the "Merger") and, absent the Exchange, would have expired on December 14, 2017, five years after the completion of the Merger.
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(
10)
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On June 15, 2011, Empeiria Investors LLC purchased 390,000 units (the "Placement Units") from the Issuer for $10.00 per unit for a total of $3.9 million. Each Placement Unit consisted of one share of Common Stock and one Warrant to purchase one share of Common Stock at $11.50 per share. There was no allocation of the purchase price between the Common Stock and the Warrant.
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(
11)
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The number of Warrants disposed of reflects changes in the Reporting Person's proportionate interest in Empeiria Investors LLC resulting from additional investments in Empeiria Investors LLC.
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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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MENKES ALAN
C/O G2 INVESTMENT GROUP, LLC
142 W. 57TH STREET, 12TH FLOOR
NEW YORK, NY 10019
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X
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X
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Signatures
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/s/ Alan B. Menkes
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4/14/2014
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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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