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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock | (6) | 03/31/2009 | A(6) | 241,893 | (6) | 03/31/2014 | Common Stock | 241,893 | (4) | 1,141,893 | I | Held by Trivergence LLC (3) | |||
Common Stock | (5) | 03/31/2009 | A(5) | 333,026 | (5) | 03/31/2014 | Common Stock | 333,026 | (4) | 1,474,919 | I | Held by Praesumo Partners, LLC (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kraff Lowell D 2200 FLETCHER AVENUE, 4TH FLOOR FORT LEE, NJ 07024 |
X | X | President |
/s/ Lowell D. Kraff | 04/02/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Shares delivered to the Issuer and cancelled in connection with the merger between HUGHES Telematics, Inc. and Polaris Acquisition Corp. (the "Merger"). |
(2) | Mr. Kraff controls Praesumo Partners, LLC. |
(3) | Mr. Kraff has a pecuniary interest in shares held by Trivergence LLC. |
(4) | Merger Consideration. |
(5) | Shares deposited into escrow to be released to the Reporting Person if the trading price of the Issuer's common stock equals or exceeds $20.00 for any 20 trading days within a 30 trading-day period between the first and fifth anniversaries of the closing of the Merger. |
(6) | Shares issued into escrow as Merger Consideration to be released to the Reporting Person in three tranches, as follows: (i) the first tranche of 40% of such shares will be released if the trading price of the Issuer's common stock equals or exceeds $20.00 for any 20 trading days within a 30 trading-day period between the first and fifth anniversaries of the closing of the Merger; (ii) the second tranche of 30% of such shares will be released if the trading price of the Issuer's common stock equals or exceeds $24.50 for any 20 trading days within a 30 trading-day period between the second and fifth anniversaries of the closing of the Merger; and (iii) the third tranche of 30% of such shares will be released if the trading price of the Issuer's common stock equals or exceeds $30.50 for any 20 trading days within a 30 trading-day period between the third and fifth anniversaries of the closing of the Merger. |
Remarks: As of the consummation of the merger between HUGHES Telematics, Inc. and Polaris Acquisition Corp, the Reporting Person resigned as a director and officer of the Issuer. |