FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
EVO Transportation & Energy Services, Inc. [ EVOA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants to Purchase Common Stock | $2.5 | 02/27/2020 | P | 3,650,000 | 02/27/2020 | 02/27/2030 | Common Stock | 3,650,000 | (5) | 8,025,000(4) | I(1)(2)(3)(4) | See Footnotes(1)(2)(3)(4)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. This Form 4 is being filed on behalf of (i) Antara Capital Master Fund LP, a Cayman Islands exempted limited partnership ("Antara Master Fund"), (ii) Antara Capital LP, a Delaware limited partnership ("Antara Capital"), (iii) Antara Capital GP LLC, a Delaware limited liability company ("Antara GP"), (iv) Antara Capital Fund GP LLC, a Delaware limited liability company ("Antara Fund GP") and (v) Himanshu Gulati (collectively, the "Reporting Persons"). Antara Capital serves as the investment manager of Antara Master Fund. Antara Fund GP is the general partner of Antara Master Fund and Antara GP is the general partner of Antara Capital. Himanshu Gulati is the sole member of Antara Fund GP and Antara GP. |
2. (continued from footnote 1) Each of Antara Capital, Antara GP, Antara Fund GP and Himanshu Gulati may be deemed to indirectly beneficially own Common Stock held directly by the Antara Master Fund and each disclaims beneficial ownership of all such Common Stock except to the extent of any indirect pecuniary interest therein. |
3. The warrants are held directly by Antara Master Fund. |
4. The total number of derivative securities beneficially owned by the Reporting Persons consists of (i) 7,678,404 warrants held directly by Antara Master Fund and (ii) 346,596 warrants held by a managed account for which Antara Capital serves as investment manager (the "Managed Fund"). The Reporting Persons disclaim beneficial ownership of warrants held by the Managed Fund except to the extent of the Reporting Persons' pecuniary interest therein. |
5. The warrants were issued in consideration for entering to that certain Forbearance Agreement and Incremental Amendment to Financing Agreement, dated as of February 27, 2020, by and among the EVO Transportation & Energy Services, Inc. ("EVO"), Antara Master Fund, Cortland Capital Market Services LLC, as administrative agent and collateral agent, and other entities from time to time party thereto. |
6. This report shall not be deemed an admission that the Reporting Persons, or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Remarks: |
On February 27, 2020, Himanshu Gulati resigned from the board of directors of EVO and Antara Master Fund terminated that certain Director Nomination Agreement, dated September 16, 2019, between EVO and Antara Master Fund, pursuant to which Antara Master Fund had the contractual right to designate one member of the EVO board of directors. As a result, the Reporting Persons shall no longer be deemed to be directors-by-deputization. |
ANTARA CAPITAL MASTER FUND LP, By: Antara Capital LP, not in its individual corporate capacity, but solely as Investment Advisor and agent, By: Antara Capital GP LLC, its general partner,By: /s/ Himanshu Gulati,Name: Himanshu Gulati,Title: Managing Member | 03/02/2020 | |
ANTARA CAPITAL LP, By: Antara Capital GP LLC, its general partner, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Managing Member | 03/02/2020 | |
ANTARA CAPITAL GP LLC, By: s/ Himanshu Gulati, Name: Himanshu Gulati: , Title: Managing Member | 03/02/2020 | |
ANTARA CAPITAL FUND GP LLC, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Managing Member | 03/02/2020 | |
By: /s/ Himanshu Gulati, Himanshu Gulati, an individual | 03/02/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |