1 David Smilow controls 62.5% of the outstanding stock of Jefferson National Financial Corp. (“JNF”), the parent company of Jefferson National Life Insurance Company, through the voting power of JNF Holding Company, Inc., a 32.16% owner of JNF and an entity controlled by David Smilow, Inviva, LLC, a 16.71% owner of JNF and an entity controlled by David Smilow, and Inviva, Inc., a 10.72% owner of JNF and an entity controlled by David Smilow.
CUSIP NO.:
G6830P100
This Amendment No. 1 (“Amendment No. 1”) relates to the Schedule 13D filed with the Securities and Exchange Commission on January 15, 2010 (the “Original Statement”), relating to the Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”) of Overture Acquisition Corp. (the “Company”). The principal executive offices of the Company are located at Maples Corporate Services Limited, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
This Amendment No. 1 amends Items 3, 4, and 5 of the Schedule 13D as specifically set forth.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and supplemented as follows:
On January 20, 2010, JNL purchased 900,000 Ordinary Shares of the Company on the open market using working capital of JNL at the price of $10.04 per share.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and supplemented as follows:
It is anticipated that all such shares of the Company purchased by JNL will be voted in favor of the Transaction at the extraordinary general meeting of the Company’s shareholders which was adjourned to January 29, 2010.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a) As of the date hereof, the Filing Persons beneficially own, in the aggregate, 2,674,800 Ordinary Shares of the Company, representing approximately 14.26% of the Company’s Outstanding Shares (based up on 18,750,000 shares stated by the Company to be outstanding as of November 9, 2009 in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2009).
(b) JNL beneficially and directly owns 2,674,800 Ordinary Shares of the Company and has sole voting power and sole dispositive power with regard to such shares, except to the extent that the other Filing Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such shares.
JNF and David Smilow, by virtue of their relationships to JNL (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own, the Ordinary Shares that JNL directly and beneficially owns.
CUSIP NO.: G6830P100
(c) Except for the transactions described in the Original Statement and in this Amendment No. 1, there have been no other transactions in the class of securities that were effected during the past sixty days by the Filing Persons.
(d) Except for the Filing Persons, no person is known by the Filing Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Filing Persons.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| | JEFFERSON NATIONAL LIFE INSURANCE COMPANY | |
| | | | |
| | By: | /s/ Mitchell Caplan | |
| �� | | Name: Mitchell Caplan | |
| | | Title: CEO | |
| | | | |
| | JEFFERSON NATIONAL FINANCIAL CORP. | |
| | | | |
| | By: | /s/ Mitchell Caplan | |
| | | Name: Mitchell Caplan | |
| | | Title: CEO | |
| | | | |
| | | |
| | | |
| | /s/ David Smilow | |
| | DAVID SMILOW |
| | |
| | | | |
Dated: January 28, 2010
