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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
57th Street General Acquisition Corp [ CRMB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 11/14/2011 | D | 63,450 | D | (1)(2)(3) | 126,674.9 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | (4) | 11/14/2011 | D | 634,500 | (5) | (6) | Common Stock | 634,500 | (1)(2)(3) | 1,266,749 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. The securities were forfeited to the Issuer in connection with the Issuer's entry into the Employment Agreement by and among the Issuer, Crumbs Holdings LLC ("Crumbs") and Julian R. Geiger, dated November 14, 2011. |
2. Furthermore, upon the occurrence of certain contingent events outside the control of Bauer Holdings Inc. ("Bauer Holdings") or Victor Bauer, the Issuer will issue to Bauer Holdings additional consideration up to 53,325.6 shares of Preferred Stock and up to 533,256 Class B Units, and will issue to Victor Bauer additional consideration up to 29,873.4 shares of Preferred Stock and up to 298,734 Class B Units. Victor Bauer is the owner of one-third of the outstanding shares of Bauer Holdings and may be deemed to hold or share the voting and/or dispositive power over the securities held by Bauer Holdings. 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 on the next footnote) |
3. (continued from previous)...By virtue of the foregoing, Victor Bauer may be deemed to share the voting power and the power to direct the disposition of the 126,674.9 shares of Preferred Stock and the 1,266,749 Class B Units held by Bauer Holdings. Victor Bauer disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Jason Bauer is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Jason Bauer and Mia Bauer are filing Forms 4 separately. |
4. Each of the Class B Units is initially exchangeable for one share of common stock of the Issuer without additional consideration, subject to the Exchange and Support Agreement by and among the Issuer, Crumbs and the members of Crumbs dated as of May 5, 2011. |
5. Each Class B Unit is immediately exchangeable for one share of Issuer common stock. |
6. The Class B Units do not expire. |
Remarks: |
This report is filed jointly by Bauer Holdings Inc. and Victor Bauer. Jason Bauer serves on the Board of Directors of the Issuer. 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. |
/s/ Jason Bauer, President | 11/16/2011 | |
/s/ Victor Bauer | 11/16/2011 | |
** 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. |