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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (Right to Buy) | $ 11.5 | 07/31/2015 | P | 1,766,101 (4) | (5) | (5) | Common Stock | 1,766,101 | (4) | 1,766,101 | I | See Footnotes (2) (3) | |||
| Warrants (Right to Buy) | $ 11.5 | 07/31/2015 | S | 1,766,101 (4) | (5) | (5) | Common Stock | 1,766,101 | (4) | 0 | I | See Footnotes (2) (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BACON LOUIS M 1251 AVE OF THE AMERICAS NEW YORK, NY 10020 |
X | |||
| Kendall Family Investments, LLC 1251 AVENUE OF THE AMERICAS NEW YORK, NY 10020 |
X | |||
| /s/ James E. Kaye, Attorney-in-Fact of Louis M. Bacon | 07/31/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ James E. Kaye, Vice President, Kendall Family Investments | 07/31/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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. |