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
Good Harbor Partners Acquisition Corp [ GHBAA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2007 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock, par value $0.0001 per share ("Common Stock") | 11/16/2007 | P | 40,000(1) | A | (1) | 225,200(2)(3)(4) | D(5) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On November 16, 2007, Millenco LLC, a Delaware limited liability company ("Millenco") (formerly known as Millenco, L.P.) acquired 40,000 shares of the Company's common stock, par value $0.0001 ("Common Stock") through the purchase of 20,000 of the Company's Series A units ("Series A Units") at $0.327 per Series A Unit. Each Series A Unit consists of (a) two shares of Common Stock and (b) ten Class Z warrants ("Class Z Warrants"). Each Class Z Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $5.00 per share. Each Class Z Warrant will become exercisable on the later of the Company's completion of a business combination and March 8, 2007 and will expire on March 7, 2013, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination. |
2. As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of the following: (i) 160,200 shares of Common Stock owned by Millenco, which shares are a constituent part of the Company's Series A Units of which Millenco holds 80,100; and (ii) 65,000 shares of Common Stock owned by Millenco. |
3. In addition to the Class Z Warrants exercisable into 801,000 shares of Common Stock, which are a constituent part of the Company's Series A Units, Millenco owns Class Z Warrants exercisable into 345,000 shares of Common Stock which also are not currently exercisable. |
4. Millenco also owns Class W warrants ("Class W Warrants") exercisable into 4,024,158 shares of Common Stock. Each Class W Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $5.00 per share. Each Class W Warrant will become exercisable on the later of the Company's completion of a business combination and March 8, 2007 and will expire on March 7, 2011, or earlier upon redemption. These Class W Warrants also are not currently exercisable. |
5. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco. |
Remarks: |
MILLENCO LLC |
Mark Meskin, Chief Executive Officer | 11/19/2007 | |
** 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. |