FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/16/2008 |
3. Issuer Name and Ticker or Trading Symbol
Ascend Acquisition Corp. [ ASAQ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 792,443(1) | I | See Footnote 1 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: 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 | ||||
Commonly referred to as Total Return Swaps ("TRS") | (2)(3) | (2)(3) | Common Stock | 265,000(1)(4) | (5) | I | See Footnote 1 |
Explanation of Responses: |
1. Shares reported herein represent shares owned by a private investment partnership (the "Partnership") of which Weiss Asset Management, LLC is the General Partner. Weiss Asset Management, LLC disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein. |
2. The Partnership has entered into certain cash-settled total return swap agreements (each a "Swap") with certain counterparties. Each Swap has an indeterminate termination date and refers to a notional number of shares of Common Stock ("reference shares") of the Issuer as set forth in Table II and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to the Partnership, and the Partnership is obligated to pay the respective counterparty, in cash, amounts that are determined in part by reference to any increase or decrease between an initial reference price per share and the market value of such reference shares on the applicable termination date. |
3. None of the Swaps provides for the Partnership or the Reporting Person to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, except to the extent of its pecuniary interest therein, the Reporting Person disclaims any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. |
4. Certain of the shares reported are not held directly by the Reporting Person but are represented by certain privately negotiated Swaps, pursuant to which the Reporting Person may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims any such beneficial ownership. |
5. There is no set Conversion or Exercise Price of the Derivative Securities, which are structured as Swaps. |
Georgiy Nikitin, Chief Compliance Officer | 05/20/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |