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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 | ||||||||
| Cumulative Participating Preferred Stock, Series A | (1) | 05/02/2013 | P | 913,732.61 | (2) | (1) | Common Stock | 913,732.61 | (2) | 913,732.61 | I | see footnote (3) | |||
| Cumulative Participating Preferred Stock, Series A | (1) | 05/02/2013 | P | 391,599.7 | (2) | (1) | Common Stock | 391,599.7 | (2) | 391,599.7 | I | see footnote (4) | |||
| Cumulative Participating Preferred Stock, Series A | (1) | 05/02/2013 | P | 634,763.77 | (2) | (1) | Common Stock | 634,763.77 | (2) | 634,763.77 | I | see footnote (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Morgan Quinn 60 EAST 42ND STREET, SUITE 1400 NEW YORK, NY 10165 |
X | X | ||
| /s/ Edward Rizzuti, by Power of Attorney | 05/13/2013 | |
| **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 preferred stock is convertible into common stock on a one-for-one basis following the approval by the issuer's stockholders of the issuance of shares of common stock upon such conversion, and has no expiration date. |
| (2) | The preferred stock was acquired as repayment of approximately $20.0 million in debt of Evergreen International Aviation, Inc. ("EIA") and for approximately $3.0 million in cash, in connection with the issuer's acquisition of Evergreen Helicopters, Inc., a subsidiary of EIA, on May 2, 2013. |
| (3) | By ZM Private Equity Fund I, L.P., of which ZM Private Equity Fund I GP, LLC is the general partner, of which Q&U Investments, LLC is the managing member, of which the reporting person is the managing member. The reporting person is deemed to have sole voting and investment power of the issuer's shares held by ZM Private Equity Fund I, L.P., but disclaim beneficial interest of such shares, except to the extent of his pecuniary interest therein. |
| (4) | By ZM Private Equity Fund II, L.P., of which ZM Private Equity Fund II GP, LLC is the general partner, of which Q&U Investments, LLC is the managing member, of which the reporting person is the managing member. The reporting person is deemed to have sole voting and investment power of the issuer's shares held by ZM Private Equity Fund II, L.P., but disclaims beneficial interest of such shares, except to the extent of his pecuniary interest therein. |
| (5) | By 10th Lane Finance Co., LLC, of which 10th Lane Partners LLC is the managing member, of which Q&U Investments, LLC is the managing member, of which the reporting person is the managing member. The reporting person is deemed to have sole voting and investment power of the issuer's shares held by 10th Lane Finance Co., LLC, but disclaims beneficial interest of such shares, except to the extent of his pecuniary interest therein. |