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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Goldfinger Samuel 411 WEST 14TH STREET, 2ND FLOOR NEW YORK, NY 10014 |
Chief Financial Officer |
/s/ Samuel Goldfinger | 03/03/2014 | |
**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) | These securities are owned directly by the TOG Liquidating Trust ("Liquidating Trust") for the benefit of the former members and warrant holders of The One Group, LLC, a Delaware limited liability company ("One Group") and now a wholly-owned subsidiary of the Issuer. On February 28, 2014, 234,424 shares held by the Liquidating Trust were distributed to warrant holders of One Group upon the exercise of such warrants. As the Trustee of the Liquidating Trust, the Reporting Person may be deemed the beneficial owner of the securities directly owned by the Liquidating Trust. The Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein 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. |
(2) | Pursuant to the Merger Agreement, by and among Committed Capital Acquisition Corporation, CCAC Acquisition Sub, 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 107,502 shares owned by the Liquidating Trust as Escrow Shares. |