0001144204-15-068130.txt : 20151125 0001144204-15-068130.hdr.sgml : 20151125 20151125165603 ACCESSION NUMBER: 0001144204-15-068130 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151123 FILED AS OF DATE: 20151125 DATE AS OF CHANGE: 20151125 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STG Group, 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: 11091 SUNSET HILLS ROAD STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: (703) 691-2480 MAIL ADDRESS: STREET 1: 11091 SUNSET HILLS ROAD STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: Global Defense & National Security Systems, Inc. DATE OF NAME CHANGE: 20130805 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: 151256675 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 v425582_form4.xml FORM 4 X0306 4 2015-11-23 0 0001583513 STG Group, Inc. GDEF 0001589739 Global Defense & National Security Holdings LLC C/O STG GROUP, INC. 11091 SUNSET HILLS ROAD, SUITE 200 RESTON VA 20190 0 0 1 0 Common Stock 2015-11-23 4 P 0 1030103 10.63 A 3754828 D Common Stock 2015-11-23 4 D 0 445161 0 D 3309667 D Common Stock 2015-11-23 4 D 0 35000 0 D 3274667 D Convertible Promissory Note 10.60 2015-11-23 4 J 0 1263263 0 D 2015-11-24 Common Stock 119175 0 D Convertible Promissory Note 10.60 2015-11-23 4 J 0 1343790 0 D 2015-11-24 Common Stock 126772 0 D Convertible Promissory Note 10.60 2015-11-23 4 J 0 1250000 0 D 2015-11-24 Common Stock 117924 0 D Convertible Promissory Note 10.60 2015-11-23 4 J 0 711447 0 D 2015-11-24 Common Stock 67117 0 D Shares acquired pursuant to that certain Amended and Restated Backstop Common Stock Purchase Agreement, dated as of November 23, 2015, by and between Global Defense & National Security Systems, Inc. (the "Company") and Global Defense & National Security Holdings LLC. Shares forfeited to the Company, pursuant to the Stock Purchase Agreement, dated as of June 8, 2015, by and between the Company, STG Group, Inc., the stockholders of STG Group, Inc. and the other parties thereto (the "Stock Purchase Agreement"). Shares transferred to the stockholders of STG Group, Inc. for no consideration in connection with the closing of the transactions contemplated by the Stock Purchase Agreement. Following the consummation of the Issuer's initial Business Combination (as defined in the Issuer's Amended and Restated Certificate of Incorporation then in effect) on November 23, 2015, the convertible promissory note became convertible at the option of the holder at the greater of (1) $10.00 per share and (2) $10.60, the 30-day trailing average of the closing price per share. On November 23, 2015, in connection with closing the initial Business Combination and in consideration of the payment by the issuer of the face value of the convertible promissory notes, the outstanding principal due under the convertible promissory notes was repaid and such notes were canceled. /s/ Damian Perl, Manager, Black Marlin Ltd 2015-11-25