| 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)
| 2. Issuer Name and Ticker or Trading Symbol CIG WIRELESS CORP. [ CIGW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/15/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 05/15/2015 | U | 189,537 | D | (1)(2) | 0 | D | |||
| 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 | ||||||||
| Explanation of Responses: |
| 1. On May 15, 2015, CIG Wireless Corp. (the "Company") consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of March 20, 2015, as amended on March 26, 2015 and May 1, 2015 (as amended, the "Merger Agreement"), by and among the Company, Vertical Steel Merger Sub Inc. and Vertical Bridge Acquisitions, LLC. As a result, all 189,537 outstanding shares of the Company's restricted common stock, par value $0.00001 per share, previously issued pursuant to the Company's 2014 Equity Incentive Plan to Mr. Grant Barber, a member of the Company's board of directors, were cancelled for no consideration. |
| 2. The details of the transactions described in Note 1 were previously reported in the Company's information statement on Schedule 14C, filed with the Securities and Exchange Commission on April 16, 2015 (under the heading "The Merger--Interests of Our Directors and Officers in the Merger") and in the supplement thereto filed with the Securities and Exchange Commission on May 8, 2015, which are collectively incorporated by reference into this Form 4. |
| Remarks: |
| In connection with the consummation of the transactions contemplated by the Merger Agreement, as previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2015, Mr. Barber resigned from his directorship of the Company. As a result, Mr. Barber is no longer subject to the reporting requirements of Section 16 under the Securities Exchange Act of 1934, as amended, with respect to the equity securities of the Company. |
| /s/Grant Barber | 05/19/2015 | |
| ** 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. | ||
