-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ca9AbBmTac+mCDZWgVylKboxi53eypeoHnVsi5CR7icPokj8eTSIGOQ+q9Owzpqu TAAgIaEdb9ekt6j98KB/8Q== 0001144204-07-004392.txt : 20070131 0001144204-07-004392.hdr.sgml : 20070131 20070131153218 ACCESSION NUMBER: 0001144204-07-004392 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070131 DATE AS OF CHANGE: 20070131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT WALL ACQUISITION CORP CENTRAL INDEX KEY: 0001261888 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 200178991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79765 FILM NUMBER: 07568010 BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2127530804 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER JACK CENTRAL INDEX KEY: 0000922714 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2125428201 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G/A 1 v064051_sc13g-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 3)* Great Wall Acquisition Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 39136T101 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 39136T101 1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) Jack Silver - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 604,000 Shares Bene- -------------------------------- Ficially 6. Shared Voting Power 0 Owned by -------------------------------- Each Reporting 7. Sole Dispositive Power 604,000 Person With: -------------------------------- 8. Shared Dispositive Power 0 -------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 604,000 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 3.6% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP No. 39136T101 Item 1. (a) Name of Issuer: Great Wall Acquisition Corporation (b) Address of Issuer's Principal Executive Offices: 660 Madison Avenue 15th Floor New York, NY 10021 Item 2. (a) Name of Person Filing: Jack Silver (b) Address of Principal Business Office or, if none, Residence: SIAR Capital LLC 660 Madison Avenue New York, NY 10021 (c) Citizenship: United States (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 39136T101 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or Dealer registered under Section 15 of the Act (b) |_| Bank as defined in section 3(a)(6) of the Act (c) |_| Insurance Company as defined in section 3(a)(19) of the Act (d) |_| Investment Company registered under section 8 of the Investment Company Act CUSIP No. 39136T101 (e) |_| Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) |_| Employee Benefit Plan or endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) |_| Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) - (c) Jack Silver beneficially owns 604,000 shares of Common Stock of Great Wall Acquisition Corporation (the "Company") representing 3.6% of the outstanding Common Stock. Such shares of Common Stock beneficially owned by Mr. Silver include (i) 302,000 shares of Common Stock held by Sherleigh Associates Inc. Profit Sharing Plan ("Sherleigh Profit"), a trust of which Mr. Silver is the trustee, (ii) warrants to acquire 190,000 shares of Common Stock held by Sherleigh Profit, (iii) 15,500 shares of Common Stock held by Sherleigh Associates Defined Benefit Plan ("Sherleigh Defined"), a trust of which Mr. Silver is the trustee, (iv) warrants to acquire 46,000 shares of Common Stock held by Sherleigh Defined, and (ii) 50,000 shares of Common Stock held by Sherleigh Profit which shares are being held in escrow pursuant to an escrow agreement among Mr. Silver, the Company and certain other shareholders. Mr. Silver has the sole voting and dispositive power with respect to all 604,000 shares of Common Stock beneficially owned by him, except Mr. Silver has agreed (i) to not sale, transfer or otherwise dispose of the escrowed shares until March 2007, (ii) in the event the Company solicits approval of its stockholders of an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise (a "Business Combination"), to vote the escrowed shares in accordance with the majority of the votes cast by the holders of the shares issued in the Company's initial public offering, (iii) in the event the Company fails to consummate a Business Combination with 18 months (or 24 months under certain circumstances), to vote all the escrowed shares in favor of the Company's decision to liquidate, and (iv) in connection with the Company's proposed amendment to its certificate of incorporation as described in the Preliminary Proxy Statement on Schedule 14A filed on February 14, 2006, to vote all the shares in accordance with majority of the votes cast by the holders of the shares issued in the Company's initial public offering. CUSIP No. 39136T101 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |X|. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 30, 2007 ---------------------------------------- Date /s/ Jack Silver ---------------------------------------- Signature Jack Silver ---------------------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----