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