Filing Details

Accession Number:
0001370816-11-000010
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-04-21 19:12:03
Reporting Period:
2011-04-15
Filing Date:
2011-04-21
Accepted Time:
2011-04-21 19:12:03
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1223533 Tremont Fair Inc. TMTF Real Estate (6500) 980380519
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1454009 Cumbria Capital Lp 10497 Town &Amp; Country Ln
Houston TX 77024
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 Preferred Stock Disposition 2011-04-19 100,000 $3.50 0 No 4 S Indirect See Footnote
Common Stock Disposition 2011-04-15 70,798,500 $0.02 46,666,667 No 4 S Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Footnote
No 4 S Indirect See Footnote
Footnotes
  1. On April 19, 2011, Cumbria Capital, L.P. ("Cumbria"), the controlling shareholder of Tremont Fair, Inc. (the "Company") sold 100,000 shares of Series A Preferred Stock of the Company (the "Preferred Stock") to Sierra Vista Holdings, Inc., a Florida corporation owned and controlled by Mark Klok. Although the Preferred Stock carries no dividend distribution, or liquidation rights, and is not convertible into common stock, each share of Preferred Stock carries 10,000 votes per share and is entitled to vote with the Company's common stockholders on all matters upon which common stockholders may vote. Consequently, Mr. Klok holds a controlling beneficial interest in the Company and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company's stockholders.
  2. On April 15, 2011, a majority of disinterested members of the board of directors (the "Board") of Tremont Fair, Inc. approved the redemption of 70,798,500 shares of common stock held by Cumbria in exchange for a convertible promissory note in the original principal amount of $700,000, and 100,000 shares of Preferred Stock.