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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 | |
| Energy Holding Corp AVALON MANAGEMENT LTD, LANDMARK SQUARE 64 EARTH CLOSE, WEST BAY BEACH SOUTH E9 |
X | |||
| Velilla Becerra Alberto Jose AVENIDA CIRCUNVALAR A 100 MTS DE LA VIA BARRIO LAS FLORES BARRANQUILLA, F8 |
X | |||
| Fernandez Joaquin AVENIDA CIRCUNVALAR A 100 MTS DE LA VIA BARRIO LAS FLORES BARRANQUILLA, F8 |
X | Chief Financial Officer | ||
| /s/ Jose M. Daes, Chief Executive Officer of Energy Holding Corporation | 12/21/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Alberto Jose Velilla Becerra | 12/21/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Joaquin Fernandez | 12/21/2016 | |
| **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) | On December 31, 2014, Energy Holding Corp. ("EHC") became entitled to receive 500,000 ordinary shares of the issuer pursuant to an "earn-out" provision contained in the Agreement and Plan of Reorganization ("Merger Agreement") consummated in connection with the issuer's December 2013 merger. The Merger Agreement provided that EHC would receive the shares, for no additional consideration, if the issuer's EBITDA for the fiscal year ending December 31, 2016 exceeded $36 million. The issuer's EBITDA for the fiscal year ending December 31, 2014 exceeded such amount, as a result of which EHC acquired the shares pursuant to the Merger Agreement. The number of shares issuable pursuant to the earn-out right was determined on August 17, 2013 pursuant to the terms of the Merger Agreement which set forth the exact number of shares subject to such earn-out right. Accordingly, EHC's right to receive such shares became fixed and irrevocable on December 20, 2013, the effective date of the merger. |
| (2) | On December 31, 2015, EHC became entitled to receive 1,000,000 ordinary shares of the issuer pursuant to the "earn-out" provision contained in the Merger Agreement consummated in connection with the issuer's December 2013 merger. The Merger Agreement provided that EHC would receive the shares, for no additional consideration, if the issuer's EBITDA for the fiscal year ending December 31, 2015 exceeded $40 million. The issuer's EBITDA for the fiscal year ending December 31, 2015 exceeded such amount, as a result of which EHC acquired the shares pursuant to the Merger Agreement. The number of shares issuable pursuant to the earn-out right was determined on August 17, 2013 pursuant to the terms of the Merger Agreement which set forth the exact number of shares subject to such earn-out right. Accordingly, EHC's right to receive such shares became fixed and irrevocable on December 20, 2013, the effective date of the merger. |
| (3) | On December 20, 2016, EHC became entitled to receive 1,500,000 ordinary shares of the issuer pursuant to the "earn-out" provision contained in the Merger Agreement consummated in connection with the issuer's December 2013 merger. The Merger Agreement provided that EHC would receive the shares, for no additional consideration, if the issuer's EBITDA for the fiscal year ending December 31, 2016 exceeded $45 million. The issuer's EBITDA for the fiscal year ending December 31, 2016 exceeded such amount, as a result of which EHC acquired the shares pursuant to the Merger Agreement. The number of shares issuable pursuant to the earn-out right was determined on August 17, 2013 pursuant to the terms of the Merger Agreement which set forth the exact number of shares subject to such earn-out right. Accordingly, EHC's right to receive such shares became fixed and irrevocable on December 20, 2013, the effective date of the merger. |
| (4) | The shares acquired in this transaction are already reflected in prior Form 4 filings by EHC and this Form 4 is simply reporting the transaction itself. |
| (5) | Includes an aggregate of 230,172 shares issued as dividends pursuant to the issuer's regular quarterly dividend plan. |
| (6) | Represents securities held by EHC. As a director of EHC, Mr. Becerra shares voting and dispositive power over securities held by EHC with Mr. Joaquin Fernandez. Messrs. Becerra and Fernandez disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein. |