0001209191-15-044776.txt : 20150520 0001209191-15-044776.hdr.sgml : 20150520 20150520110319 ACCESSION NUMBER: 0001209191-15-044776 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150511 FILED AS OF DATE: 20150520 DATE AS OF CHANGE: 20150520 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chart Acquisition Corp. CENTRAL INDEX KEY: 0001527349 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 452853218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-350-8250 MAIL ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Montenvers GP S.a.r.l. CENTRAL INDEX KEY: 0001578579 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35762 FILM NUMBER: 15878576 BUSINESS ADDRESS: STREET 1: 6D ROUTE DE TREVES CITY: SENINGERBERG STATE: N4 ZIP: B176316 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Montenvers Master Fund SCA SICAV-SIF CENTRAL INDEX KEY: 0001577160 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35762 FILM NUMBER: 15878577 BUSINESS ADDRESS: STREET 1: 6D ROUTE DE TREVES CITY: SENNINGERBERG STATE: N4 ZIP: L-2633 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Timberline Ltd. CENTRAL INDEX KEY: 0001541089 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35762 FILM NUMBER: 15878578 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: C/O BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC STREET 2: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain GP Holdings, LLC CENTRAL INDEX KEY: 0001540859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35762 FILM NUMBER: 15878579 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2015-05-11 2015-05-14 0 0001527349 Chart Acquisition Corp. CACGU 0001540859 BlueMountain GP Holdings, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001541089 BlueMountain Timberline Ltd. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001577160 BlueMountain Montenvers Master Fund SCA SICAV-SIF 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001578579 BlueMountain Montenvers GP S.a.r.l. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 Warrants 11.50 Common Stock 603315 I Footnotes Warrants 11.50 Common Stock 524582 I Footnotes Warrants 11.50 Common Stock 378089 D Warrants 11.50 Common Stock 75768 D Warrants 11.50 Common Stock 18020 D Warrants 11.50 Common Stock 38991 D Warrants 11.50 Common Stock 13714 D Warrants 11.50 Common Stock 21648 D Warrants 11.50 Common Stock 57085 D The Reporting Persons previously filed a Form 3 on May 14, 2015 with respect to their respective ownership of shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of Chart Acquisition Corp. (the "Issuer"). This Form 3 relates solely to the Reporting Persons' respective ownership of warrants to purchase Common Stock (the "Warrants"). The filing of this Form 3 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 5) or the General Partners (as defined in Footnote 4) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings, and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest. BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 378,089 Warrants; (ii) BlueMountain Long/Short Credit Master Fund L.P. ("BMLSC"), which is the direct beneficial owner of 75,768 Warrants; (iii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 18,020 Warrants; (iv) BlueMountain Equity Alternatives Master Fund L.P. ("BMEA"), which is the direct beneficial owner of 38,991 Warrants; (v) BlueMountain Kicking Horse Fund L.P. ("BMKH" and, together with BMCA, BMLSC, BMGP and BMEA, the "Partnerships"), which is the direct beneficial owner of 13,714 Warrants; (vi) BlueMountain Timberline Ltd. ("BMT"), which is the direct beneficial owner of 21,648 Warrants; and (vii) BlueMountain Montenvers Fund SCA SICAV-SIF ("BMM" and, together with BMT and the Partnerships, the "Funds"), which is the direct beneficial owner of 57,085 Warrants. BMCM, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Warrants beneficially owned by it; (ii) BlueMountain Long/Short Credit GP, LLC ("BMLSC GP") is the general partner of each of BMLSC and BMGP and has an indirect profits interest in the Warrants beneficially owned by each of them; (iii) BlueMountain Equity GP, LLC ("BMEA GP") is the general partner of BMEA and has an indirect profits interest in the Warrants beneficially owned by it; (iv) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP" and, together with BMCA GP, BMLSC GP and BMEA GP, the "General Partners") is the general partner of BMKH and has an indirect profits interest in the Warrants beneficially owned by it; and (v) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the Warrants beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the Warrants beneficially owned by each of the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Warrants beneficially owned by BMM. The Warrants may be exercised only subject to certain restrictions set forth in Exhibit 4.4 to the Issuer's report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 19, 2012. Prior to May 11, 2015, the Issuer's filings with the SEC disclosed that it had 8,785,309 shares of Common Stock outstanding. On May 11, 2015, the Issuer filed a report on Form 10-Q with the SEC stating that the Issuer had redeemed 3,558,395 shares of Common Stock, reducing the number of issued and outstanding shares of Common Stock to 5,226,924 shares, and thereby increasing the percentage of Common Stock held by the Reporting Persons. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 3 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 3 due to the limitation of ten Reporting Persons per filing. BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2015-05-20 BlueMountain Timberline Ltd., By: /s/ Andrew Feldstein, Director 2015-05-20 BlueMountain Montenvers Fund SCA SICAV-SIF, By: BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person 2015-05-20 BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person 2015-05-20