Filing Details

Accession Number:
0001140361-14-012140
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-03-11 16:44:18
Reporting Period:
2014-03-07
Filing Date:
2014-03-11
Accepted Time:
2014-03-11 16:44:18
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1432754 Cig Wireless Corp. CIGW Communications Services, Nec (4899) 680672900
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
932115 Jeffrey Tannenbaum 505 Fifth Avenue
23Rd Floor
New York NY 10017
No No Yes No
1056491 Fir Tree Inc. 505 Fifth Avenue
23Rd Floor
New York NY 10017
No No Yes No
1357858 Camellia Partners, Llc 51 Bedford Road
Suites 3 And 4
Katonah NY 10536
No No Yes No
1357859 Andrew Fredman 7301 Sw 57Th Court
Suite 410
South Miami FL 33143
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Series A-1 Non-Convertible Preferred Stock Acquisiton 2014-03-07 30,000 $100.00 453,331 No 4 P Indirect See Footnotes
Series A-1 Non-Convertible Preferred Stock Acquisiton 2014-03-07 3,900 $0.00 457,231 No 4 J Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnotes
No 4 J Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series A-2 Convertible Preferred Stock Acquisiton 2014-03-07 3,230,442 $0.00 3,230,443 $1.00
Common Stock Series A-2 Convertible Preferred Stock Acquisiton 2014-03-07 402,596 $0.00 402,596 $1.00
Common Stock Series A-2 Convertible Preferred Stock Acquisiton 2014-03-07 394,276 $0.00 394,276 $1.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
38,876,068 2014-03-07 No 4 P Indirect
39,278,664 2014-03-07 No 4 J Indirect
39,672,940 2014-03-07 No 4 J Indirect
Footnotes
  1. The filing of this Form 4 shall not be construed as an admission that Camellia Partners, LLC, Fir Tree, Inc., Jeffrey Tannenbaum or Andrew Fredman (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.00001 per share (the "Common Stock"), Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the "Series A-1 Preferred Stock"), or Series A-2 Convertible Preferred Stock, par value $0.00001 per share (the "Series A-2 Preferred Stock"), of CIG Wireless Corp. (the "Issuer") owned by Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") or Fir Tree REF III Tower LLC, a Delaware limited liability company ("Fir Tree REF III"). Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership.
  2. Camellia Partners, LLC, the general partner of Fir Tree Capital, Fir Tree, Inc. and Fir Tree REF III, hold indirectly the Series A-1 Preferred Stock and Series A-2 Preferred Stock through the account of Fir Tree Capital and Fir Tree REF III, respectively; Jeffrey Tannenbaum, a principal of Camellia Partners, LLC and the principal of Fir Tree, Inc., and Andrew Fredman, a principal of Camellia Partners, LLC , at the time of the transaction, controlled the disposition and voting of the Series A-1 Preferred Stock and Series A-2 Preferred Stock. Camellia Partners, LLC receives performance-based allocation and Fir Tree, Inc. receives an asset-based fee from Fir Tree Capital and Fir Tree REF III.
  3. On March 7, 2014, the Issuer issued to each of Fir Tree Capital and Fir Tree REF III 1,950 shares of Series A-1 Preferred Stock and 201,298 shares of Series A-2 Preferred Stock in connection with the satisfaction of an indemnification claim.
  4. The shares of Series A-2 Preferred Stock are currently convertible on a 1-for-1 basis into shares of Common Stock.
  5. There is no expiration date with respect to the Series A-2 Preferred Stock; however, the Series A-2 Preferred Stock may be redeemed at the option of the holder upon certain events, as set forth in the Certificate of Designations of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock.
  6. On March 7, 2014, in connection with the purchase of 30,000 shares of Series A-1 Preferred Stock, Fir Tree Capital and Fir Tree REF III were issued an aggregate of 3,230,442 shares of Series A-2 Preferred Stock pursuant to the terms of the Securities Purchase Agreement, dated August 1, 2013, by and among the Issuer, Fir Tree Capital and Fir Tree REF III.
  7. On March 7, 2014, the Issuer issued to each of Fir Tree Capital and Fir Tree REF III 197,138 shares of Series A-2 Preferred Stock solely for the purpose of correcting mathematical errors in the calculations for certain prior issuances of Series A-2 Preferred Stock to each of Fir Tree Capital and Fir Tree REF III.