SEC Form 3
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*
57th Street GAC Holdings LLC

(Last) (First) (Middle)
590 MADISON AVENUE
35TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2010
3. Issuer Name and Ticker or Trading Symbol
57th Street General Acquisition Corp [ SQTC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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 638,889(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Warrants (2) (2) Common Stock 2,480,000 $11.5 D
Warrants (3) (3) Common Stock 1,020,000 $11.5 D
Explanation of Responses:
1. 83,333 shares of common stock are subject to forfeiture in the event the underwriters of the public offering ("IPO") of the Issuer's securities do not exercise their over-allotment option.
2. Warrants will become exercisable 30 days following the consummation by the Issuer of a Business Transaction (as defined in the Issuer's IPO prospectus) and expire on the five year anniversary of the consummation by the Issuer of such Business Transaction.
3. Warrants will become exercisable 30 days following the consummation by the Issuer of a Business Transaction (as defined in the Issuer's IPO prospectus) and expire on the five year anniversary of the Issuer's IPO.
/s/ Paul Lapping, Sole Managing Member 05/20/2010
** 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.
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