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Filing Details

Accession Number:
0001140361-15-029366
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-07-31 17:22:11
Reporting Period:
2015-07-31
Filing Date:
2015-07-31
Accepted Time:
2015-07-31 17:22:11
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1527349 Chart Acquisition Corp. CACG Blank Checks (6770) 452853218
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1051290 M Louis Bacon 1251 Ave Of The Americas
New York NY 10020
No No Yes No
1635979 Kendall Family Investments, Llc 1251 Avenue Of The Americas
New York NY 10020
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
Common Stock Disposition 2015-07-31 962,500 $0.00 0 No 4 S Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Warrants (Right to Buy) Acquisiton 2015-07-31 1,766,101 $0.00 1,766,101 $11.50
Common Stock Warrants (Right to Buy) Disposition 2015-07-31 1,766,101 $0.00 1,766,101 $11.50
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1,766,101 No 4 P Indirect
0 No 4 S Indirect
Footnotes
  1. The stockholders of Chart Acquisition Corp. (the "Issuer") approved the initial business combination of the Issuer and Tempus Applied Solutions, LLC under a new holding company called Tempus Applied Solutions Holdings, Inc. ("TASH") and the initial business combination was consummated on July 31, 2015 (the "Business Combination"). In connection with the Business Combination, the Reporting Persons disposed of their shares of common stock of the Issuer in exchange for 962,500 shares of TASH common stock on July 31, 2015.
  2. This Form 4 is being filed (a) by Louis M. Bacon ("Mr. Bacon") who controls Kendall Family Investments, LLC ("Kendall"), and (b) by Kendall. This Form 4 relates to shares of common stock and warrants of the Issuer (the "Securities") indirectly held by Kendall. As the control person of Kendall, Mr. Bacon may be deemed to be the beneficial owner of the Securities beneficially owned by Kendall.
  3. The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
  4. Each warrant (the "Chart Warrants") entitles the Reporting Persons to purchase one share of the Issuer's common stock. The Reporting Persons obtained 212,500 Chart Warrants in a private placement of units consisting of one share of Issuer common stock and one Chart Warrant at a price of $10 per unit that occurred simultaneously with the initial public offering of the Issuer. The Reporting Persons acquired 4,366 Chart Warrants in a warrant tender offer that closed in September 2014, 366,917 Chart Warrants in a warrant tender offer that closed in March 2015, and 1,182,318 Chart Warrants in a warrant tender offer that closed in June 2015, in each case, at a price per warrant of $0.30. In connection with the Business Combination, the Reporting Persons disposed of all of their Chart Warrants in exchange for warrants to purchase 1,766,101 shares of TASH common stock at an exercise price of $11.50 per share.
  5. The terms of the Chart Warrants state that they are exercisable at any time commencing on the later of December 19, 2013 or 30 days after the consummation of the Business Combination and expiring five years after the date of the consummation of the Business Combination at 5:00 p.m. New York time, or earlier upon redemption or the Issuer's liquidation. The first date on which no material contingencies to the exercisability of the Chart Warrants existed was July 31, 2015, the date of the consummation of the Business Combination.