Andrew Damian Perl Form 4 STG / Andrew Damian Perl ownership change

SEC Form 4

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^*

Perl Andrew Damian

(Last) (First) (Middle)

C/O STG GROUP, INC.

11091 SUNSET HILLS ROAD, SUITE 200

(Street)

RESTON, VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STG Group, Inc. [ GDEF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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(1)	11/23/2015		P		1,030,103	A	$10.63	3,754,828	I	See Footnote(4)
Common Stock(2)	11/23/2015		D		445,161	D	$0	3,309,667	I	See Footnote(4)
Common Stock(3)	11/23/2015		D		35,000	D	$0	3,274,667	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Convertible Promissory Note	$10.6(5)	11/23/2015		J			$1,263,263	(5)	11/24/2015(5)	Common Stock	119,175(5)	$0(5)	0(5)	I	See Footnote(6)
Convertible Promissory Note	$10.6(5)	11/23/2015		J			$1,343,790	(5)	11/24/2015(5)	Common Stock	126,772(5)	$0(5)	0(5)	I	See Footnote(6)
Convertible Promissory Note	$10.6(5)	11/23/2015		J			$1,250,000	(5)	11/24/2015(5)	Common Stock	117,924(5)	$0(5)	0(5)	I	See Footnote(6)
Convertible Promissory Note	$10.6(5)	11/23/2015		J			$711,447	(5)	11/24/2015(5)	Common Stock	67,117(5)	$0(5)	0(5)	I	See Footnote(6)

Explanation of Responses:

1. Shares acquired pursuant to that certain Amended & Restated Backstop Common Stock Purchase Agreement, dated as of November 23, 2015, by and between Global Defense & National Security Systems, Inc. (the "Company") and Global Defense & National Security Holdings LLC.

2. Shares forfeited to the Company, pursuant to the Stock Purchase Agreement, dated as of June 8, 2015, by and between the Company, STG Group, Inc., the stockholders of STG Group, Inc. and the other parties thereto (the "Stock Purchase Agreement").

3. Shares transferred to the stockholders of STG Group, Inc. for no consideration in connection with the closing of the transactions contemplated by the Stock Purchase Agreement.

4. The Common Stock is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.

5. Following the consummation of the Issuer's initial Business Combination (as defined in the Issuer's Amended and Restated Certificate of Incorporation then in effect) on November 23, 2015, the convertible promissory note became convertible at the option of the holder at the greater of (1) $10.00 per share and (2) $10.60, the 30-day trailing average of the closing price per share. On November 23, 2015, in connection with closing the initial Business Combination and in consideration of the payment by the issuer of the face value of the convertible promissory notes, the outstanding principal due under the convertible promissory notes was repaid and such notes were canceled.

6. The convertible promissory note is held by Global Defense & National Security Holdings LLC, a limited liability company indirectly controlled by Mr. Perl.

	/s/ Andrew Damian Perl	11/25/2015
	** Signature of Reporting Person	Date
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