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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
Nascent Wine Company, Inc. [ NCTW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/22/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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 | ||||||||
Series A Convertible Preferred Stock ("Series A Stock") | $0.4(1) | 10/22/2007 | X | 708,297 | 10/22/2007 | (2) | Common Stock | 14,165,940(3) | $8 | 1,708,297 | I | By the entities listed in (4) below.(4) | |||
Series A-1 Warrants (right to buy) | $8 | 10/22/2007 | X | 500,000 | 07/03/2007 | 07/03/2010 | Series A Stock | 500,000 | $0.00 | 0 | I | By the entities listed in (4) below.(4) | |||
Series A-2 Warrants (right to buy) | $8 | 10/22/2007 | X | 208,297 | 07/03/2007 | 07/03/2014 | Series A Stock | 375,000 | $0.00 | 166,703 | I | By the entities listed in (4) below.(4) | |||
Series B Convertible Preferred Stock ("Series B Stock") | $0.178(5) | 10/22/2007 | X | 375,000 | 10/22/2007 | (6) | Common Stock | 7,500,000(7) | $3.56 | 375,000 | I | By the entities listed in (4) below.(4) | |||
Series B Warrants (right to buy) | $3.56 | 10/22/2007 | X | 375,000 | 10/22/2007(8) | 07/03/2014 | Series B Stock | 375,000 | $0.00 | 0 | I | By the entities listed in (4) below.(4) |
Explanation of Responses: |
1. The conversion price is $0.40 per share of Series A Stock, subject to standard and value-based anti-dilution adjustment. |
2. Each share of Series A Stock is convertible at any time by its holder, at such holder's election, and has no expiration date. |
3. Each share of Series A Stock is convertible into the number of shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the issuer equal to the liquidation amount, divided by the conversion price per share. The liquidation amount is the sum of $8.00 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization with respect to the Series A Stock) and any accrued but unpaid dividends on such share of Series A Stock. Assumes a liquidation amount of $8.00 per share of Series A Stock and a conversion price of $0.40 per share of Series A Stock. |
4. The general partners and investment manager, as applicable, of the following investment funds have delegated certain management and administrative duties to the Reporting Person: York Select, L.P., York Select Unit Trust and York Credit Opportunities Fund, L.P. The Reporting Person disclaims any beneficial interest ownership of the securities held by the investment funds except to the extent of its pecuniary interest therein. |
5. The conversion price is $0.178 per share of Series B Stock, subject to standard and value-based anti-dilution adjustment. |
6. Each share of Series B Stock is convertible at any time by its holder, at such holder's election, and has no expiration date. |
7. Each share of Series B Stock is convertible into the number of shares of Common Stock equal to the liquidation amount, divided by the conversion price per share. The liquidation amount is the sum of $3.56 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization with respect to the Series B Stock) and any accrued but unpaid dividends on such share of Series B Stock. Assumes a liquidation amount of $3.56 per share of Series B Stock and a conversion price of $0.178 per share of Series B Stock. |
8. The Series B Warrants became immediately exercisable upon the full exercise of the Series A-1 Warrants on October 22, 2007. |
Remarks: |
This report is filed by the Reporting Person as a 10% owner. The Reporting Person may also be deemed a director of the issuer by virtue of its right for so long as it beneficially owns shares of Series A Stock to designate at least two individuals to serve as members of the Board of Directors of the issuer. |
/s/ Adam J. Semler, Chief Financial Officer of JGD Management Corp. | 10/31/2007 | |
** 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. |