0001144204-15-059045.txt : 20151013
0001144204-15-059045.hdr.sgml : 20151012
20151013075550
ACCESSION NUMBER: 0001144204-15-059045
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151008
FILED AS OF DATE: 20151013
DATE AS OF CHANGE: 20151013
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Global Defense & National Security Systems, Inc.
CENTRAL INDEX KEY: 0001583513
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 463134302
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11921 FREEDOM DRIVE, SUITE 550
STREET 2: TWO FOUNTAIN SQUARE
CITY: RESTON
STATE: VA
ZIP: 20190
BUSINESS PHONE: (703) 395-7649
MAIL ADDRESS:
STREET 1: 11921 FREEDOM DRIVE, SUITE 550
STREET 2: TWO FOUNTAIN SQUARE
CITY: RESTON
STATE: VA
ZIP: 20190
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Global Defense & National Security Holdings LLC
CENTRAL INDEX KEY: 0001589739
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36149
FILM NUMBER: 151154607
BUSINESS ADDRESS:
STREET 1: 11921 FREEDOM DRIVE, SUITE 550
STREET 2: TWO FOUNTAIN SQUARE
CITY: RESTON
STATE: VA
ZIP: 20190
BUSINESS PHONE: (202) 800-4333
MAIL ADDRESS:
STREET 1: 11921 FREEDOM DRIVE, SUITE 550
STREET 2: TWO FOUNTAIN SQUARE
CITY: RESTON
STATE: VA
ZIP: 20190
4
1
v421929_4.xml
OWNERSHIP DOCUMENT
X0306
4
2015-10-08
0
0001583513
Global Defense & National Security Systems, Inc.
GDEF
0001589739
Global Defense & National Security Holdings LLC
C/O GLOBAL DEFENSE & NATIONAL SECURITY
11921 FREEDOM DR, STE 550 2 FOUNTAIN SQ
RESTON
VA
20190
0
0
1
0
Convertible Promissory Note
10.55
2015-10-08
4
P
0
118483
10.55
A
2015-10-24
Common Stock
118483
118483
D
Option to Purchase Common Stock
10.61
2015-10-09
4
P
0
471254
10.61
A
Common Stock
471254
471254
D
Following the consummation of the Issuer's initial Business Combination (as defined in the Issuer's Amended and Restated Certificate of Incorporation), the convertible promissory note shall be convertible at the option of the holder at the greater of (1) $10.00 per share and (2) the 30-day trailing average of the closing price per share. The information in this table is based on an assumed conversion price of $10.55.
The convertible promissory note only becomes convertible, at the election of Global Defense & National Security Holdings LLC, immediately following the consummation of the Issuer's initial Business Combination.
The option to purchase is pursuant to a Backstop Common Stock Purchase Agreement. The option can only be exercised in connection with the closing of the business combination, and only in the event, and to the extent, the Issuer will not be able to meet the Threshold Cash Amount. The "Threshold Cash Amount" means $20,000,000 in cash available to the Company from (1) the Company's Trust Account (as defined in the Company's Amended and Restated Certificate of Incorporation) at the closing of the business combination between the Issuer and STG Group, Inc. following payment in full to the Company's stockholders who have requested to be redeemed in connection with the closing of the business combination, and (2) the payment of the aggregate purchase price for the option to purchase.
/s/ Damian Perl, Manager, Black Marlin Ltd
2015-10-13