1. Name and Address of Reporting Person * |
Â
Segal Jonathan |
|
2. Date of Event Requiring Statement (Month/Day/Year) 10/16/2013 |
3. Issuer Name and Ticker or Trading Symbol COMMITTED CAPITAL ACQUISITION Corp [STKS]
|
411 WEST 14TH STREET, 2ND FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director |
__X__ 10% Owner |
__X__ Officer (give title below) |
_____ Other (specify below) |
Chief Executive Officer |
|
5. If Amendment, Date Original Filed(Month/Day/Year)
|
NEW YORK, NY 10014 |
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
|
Table I - Non-Derivative Securities Beneficially Owned |
|
1.Title of Security (Instr. 4) |
2. Amount of Securities Beneficially Owned (Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) |
4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $0.0001 par value
|
6,662,025
(1)
|
D
|
Â
|
Common Stock, $0.0001 par value
|
1,861,601
(1)
(2)
(3)
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I
|
By RCI II, Ltd.
(4)
|
Common Stock, $0.0001 par value
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157,040
(1)
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I
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By Modern Hotels (Holdings), Ltd.
(4)
|
|
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Option (right to purchase)
|
Â
(5)
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10/16/2023 |
Common Stock
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511,052
|
$
5
|
D
|
Â
|
Option (right to purchase)
|
Â
(6)
|
10/16/2023 |
Common Stock
|
511,052
|
$
5
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Pursuant to the Merger Agreement, by and among Committed Capital Acquisition Corporation, CCAC Acquisition Sub, LLC, a Delaware limited liability company, The ONE Group, LLC, a Delaware limited liability company ("One Group"), and Samuel Goldfinger, as representative of the owners of One Group Membership Interests, a portion of the common shares ("Escrow Shares") issued as consideration are being held by Continental Stock Transfer & Trust Company, as escrow agent, and are subject to forfeiture during the eighteen month period following the merger to satisfy indemnification claims. This amount includes 973,576 shares owned by Mr. Segal, 292,283 shares held by RCI II, Ltd. and 27,003 shares held by Modern Hotels, (Holdings), Ltd., respective, as Escrow Shares. |
(2) |
Includes 161,772 shares of common stock held directly by the TOG Liquidating Trust ("Liquidating Trust") which may be issued to RCI II, Ltd. upon the exercise of certain warrants held by it of One Group, a wholly-owned subsidiary of the Issuer. In the event all outstanding One Group warrants are not exercised, the shares of Issuer common stock underlying such One Group Warrants held by the Liquidating Trust will be distributed pro rata amongst all of the former One Group Members. The amount of additional shares of Issuer common stock which could be distributed to the Reporting Peron in such event is not determinable at this time. (Continued in Footnote 3) |
(3) |
(Continued from Footnote 2) The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein held by the TOG Liquidating Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose. |
(4) |
The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose. |
(5) |
These options vest ratably over a five year period on the anniversary of the date of grant. |
(6) |
These options vest upon the achievement of certain annual targeted milestones as determined by the board of directors of the Issuer. |