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