| 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) 03/31/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| Series A-1 Non-Convertible Preferred Stock | 04/01/2015 | J(1) | 11,558.74 | A | (1) | 515,817.26 | I(2)(3) | See Footnotes(2)(3) | ||
| 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-2 Convertible Preferred Stock | $1(4) | 03/31/2015 | J(5) | 9,386,490 | 03/31/2015 | (6) | Common Stock | 9,386,490 | (5) | 118,817,466 | I(2)(3) | See Footnotes(2)(3) | |||
| Series A-2 Convertible Preferred Stock | $1(4) | 04/01/2015 | J(1) | 3,280,642 | 04/01/2015 | (6) | Common Stock | 3,280,642 | (1) | 122,098,108 | I(2)(3) | See Footnotes(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. CIG Wireless Corp. (the "Issuer") issued to Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") and Fir Tree REF III Tower LLC, a Delaware limited liability company ("Fir Tree REF III"), in lieu of cash dividends of $1,155,872.78 for the quarter ended March 31, 2015, (i) 11,558.74 shares of Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the "Series A-1 Preferred Stock"); and (ii) 3,280,642 shares of Series A-2 Convertible Preferred Stock, $0.00001 par value per share (the "Series A-2 Preferred Stock"). |
| 2. The filing of this Form 4 shall not be construed as an admission that Camellia Partners, LLC, Fir Tree Inc., Jeffrey Tannenbaum or Andrew Fredman (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.00001 per share (the "Common Stock"), Series A-1 Preferred Stock or Series A-2 Preferred Stock, of the Issuer owned by Fir Tree Capital or Fir Tree REF III. Pursuant to Rule 16a-1 of the Exchange Act, the Reporting Persons disclaim such beneficial ownership. |
| 3. Camellia Partners, LLC, the general partner of Fir Tree Capital, and Fir Tree Inc., the investment manager of Fir Tree Capital and Fir Tree REF III, hold indirectly the Series A-1 Preferred Stock and Series A-2 Preferred Stock through the account of Fir Tree Capital and Fir Tree REF III, respectively; Jeffrey Tannenbaum, a principal of Camellia Partners, LLC and the principal of Fir Tree Inc., and Andrew Fredman, a principal of Camellia Partners, LLC, at the time of the transactions reported herein, controlled the disposition and voting of the Series A-1 Preferred Stock and Series A-2 Preferred Stock. Camellia Partners, LLC receives performance-based allocation and Fir Tree Inc. receives an asset-based fee from Fir Tree Capital and Fir Tree REF III. |
| 4. The shares of Series A-2 Preferred Stock are currently convertible on a 1-for-1 basis into shares of Common Stock. |
| 5. The Issuer issued to Fir Tree Capital and Fir Tree REF III, pursuant to certain anti-dilution rights of Fir Tree Capital and Fir Tree REF III contained in the Certificate of Designation, Preferences and Rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of the Issuer (the "Certificate of Designation"), 9,386,490 shares of Series A-2 Preferred Stock. |
| 6. There is no expiration date with respect to the Series A-2 Preferred Stock; however, the Series A-2 Preferred Stock may be redeemed at the option of the holder upon certain events, as set forth in the Certificate of Designation. |
| Remarks: |
| On March 31, 2015, certain Class A membership interests in Communications Infrastructure Group, LLC ("CIG LLC"), a subsidiary of the Issuer, were exchanged for 6,841,008 shares of Common Stock (the "Exchange Shares") pursuant to the Amended and Restated Limited Liability Company Operating Agreement of CIG LLC, dated June 30, 2012, as amended (the "CIG LLC Agreement"). Pursuant to the CIG LLC Agreement, the holders of the Exchange Shares are obligated to deliver the Exchange Shares to the Issuer, on behalf and for the benefit of Fir Tree Capital and Fir Tree REF III, and until so delivered, the Exchange Shares are to be held in trust by the holders thereof as the property of Fir Tree Capital and Fir Tree REF III. As of the date of filing of this Form 4, Fir Tree Capital and Fir Tree REF III disclaim all pecuniary interest in the Exchange Shares solely for purposes of Section 16 of the Exchange Act. The Reporting Persons understand that the holders of the Exchange Shares will be responsible for making appropriate filings pursuant to Section 16(a) of the Exchange Act in connection with the issuance of the Exchange Shares. The filing of this Form 4 shall not be construed as an admission that any of Fir Tree Capital, Fir Tree REF III or the Reporting Persons is or was solely for the purposes of Section 16(a) of the Exchange Act the beneficial owner of any of the Exchange Shares. Pursuant to Rule 16a-1 of the Exchange Act, Fir Tree Capital, Fir Tree REF III and the Reporting Persons disclaim such beneficial ownership. The foregoing statements are without prejudice to all rights and remedies Fir Tree Capital, Fir Tree REF III or any of their respective affiliates may have in connection with the Exchange Shares under the CIG LLC Agreement or otherwise, all of which are hereby expressly reserved. |
| /s/ Jeffrey Tannenbaum, a Principal of Camellia Partners, LLC | 04/02/2015 | |
| /s/ Jeffrey Tannenbaum | 04/02/2015 | |
| /s/ Jeffrey Tannenbaum, Principal of Fir Tree Inc. | 04/02/2015 | |
| /s/ Andrew Fredman | 04/02/2015 | |
| ** 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. | ||
