FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
57th Street General Acquisition Corp [ SQTC.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/05/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Series A Voting Preferred Stock, par value $.0001 | 05/05/2011 | A | 190,124.9 | A | (1)(2)(3)(4) | 190,124.9 | I | See Footnotes(1)(2)(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
New Crumbs Class B Exchangeable Units | (5) | 05/05/2011 | A | 1,901,249 | (6) | (7) | Common Stock | 1,901,249 | (1)(2)(3)(4) | 1,901,249 | I | See Footnotes(1)(2)(3)(4) |
Explanation of Responses: |
1. 57th Street General Acquisition Corp. (the "Issuer") and Crumbs Holdings LLC ("Crumbs") consummated a merger transaction on May 5, 2011, pursuant to a Business Combination Agreement between the Issuer, 57th Street Merger Sub LLC, a subsidiary of the Issuer, and Crumbs dated January 9, 2011, as amended. As consideration for consummating the merger transaction, the Issuer issued to Bauer Holdings Inc. (fka Crumbs, Inc.) ("Bauer Holdings") 190,124.9 shares of Series A Voting Preferred Stock (the "Preferred Stock") and a subsidiary of the Issuer issued to Bauer Holdings 1,901,249 New Crumbs Class B Exchangeable Units (the "Class B Units"), each of which is exchangeable for one share of the Issuer's common stock...(continued onto next footnote) |
2. (continued from previous)...Furthermore, upon the occurrence of certain contingent events outside the control of Bauer Holdings or Mia Bauer, the Issuer will issue to Bauer Holdings additional consideration up to 124,875.6 shares of Preferred Stock and up to 1,248,756 Class B Units, and will issue to Mia Bauer additional consideration up to 29,875.5 shares of Preferred Stock and up to 298,755 Class B Units. Each of Jason Bauer, Mia Bauer and Victor Bauer own one-third of the shares of common stock of Bauer Holdings, respectively, and each serves as a director of Bauer Holdings...(continued onto next Footnote) |
3. (continued from previous)...By virtue of the foregoing, Mia Bauer may be deemed to share the voting power and the power to direct the disposition of the 190,124.9 shares of Preferred Stock and the 1,901,249 Class B Units held by Bauer Holdings. Mia Bauer disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that Mia Bauer is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Jason Bauer serves on the Board of Directors of the Issuer. (continued on the next footnote)... |
4. (continued from the last footnote)...As a result of its relationship with a director of the Issuer, Bauer Holdings has been recognized by the Board of Directors of the Issuer as a director by deputization of the Issuer and the Board of Directors of the Issuer specifically approved the issuance of the securities to which this report relates before such securities were issued. Bauer Holdings is filing a Form 4 seperately. |
5. Each of the Class B Units are initially exchangeable for one share of common stock of the Issuer without additional consideration, subject to the Exchange and Support Agreement among the Issuer, Crumbs and the Members of Crumbs dated May 5, 2011. |
6. The Class B Units are immediately exchangeable for one share of Issuer common stock for each Class B Unit. |
7. The Class B Units do not expire. |
Remarks: |
/s/ Mia Bauer | 05/06/2011 | |
** 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 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). | ||
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. |