UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| CIG Wireless Corp. |
| (Name of Issuer) |
| Common Stock, $0.00001 par value |
| (Title of Class of Securities) |
| 12551W 107 |
| (CUSIP Number) |
Paul McGinn
c/o CIG Wireless Corp.
11120 South Crown Way, Suite 1
Wellington, FL 33414
Tel. No.: (678) 332-5000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
— with a copy to —
Steven E. Siesser, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Tel. No.: (212) 204-8688
January 2, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.¨
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 12551W 107
(1) Names of reporting persons.
Paul McGinn
(2) Check the appropriate box if a member of a group (see instructions)
(a)o (b)¨
(3) SEC use only.
(4) Source of funds (see instructions).
OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).¨
(6) Citizenship or place of organization.
United States
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power: 50,000
(8) Shared voting power: 6,213,805
(9) Sole dispositive power: 50,000
(10) Shared dispositive power: 6,213,805
(11) Aggregate amount beneficially owned by each reporting person.
6,263,805
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions).¨
(13) Percent of class represented by amount in Row (11).
8.0%*
(14) Type of reporting person (see instructions).
IN
*For purposes of Reg. Section 240.13d-3 and Rule 13d-3, CIG Wireless Corp., a Nevada corporation (the “Issuer”), informed the Reporting Person (defined below) that there are 78,084,315 shares of Common Stock, par value $0.00001 per share (“Common Stock”), issued and outstanding as of January 21, 2015 and as of the date hereof (including a total of 7,892,772 restricted shares of Common Stock issued through the date of this Amendment No. 3 to Schedule 13D, subject to vesting, forfeiture and voting restrictions (such shares, while such restrictions are in effect, the “Restricted Stock”)).
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Item 1.Security and Issuer.
Item 1 is hereby updated in its entirety as follows:
This Amendment No. 3 to Schedule 13D relates to 6,263,805 shares of Common Stock owned by Paul McGinn.
The Issuer’s principal executive offices are located at 11120 South Crown Way, Suite 1, Wellington, FL 33414.
Item 2.Identity and Background.
Item 2 is hereby updated in its entirety as follows:
(a) The name of the Reporting Person is Paul McGinn.
(b) Business Address:
Mr. Paul McGinn
c/o CIG Wireless Corp.
11120 South Crown Way, Suite 1
Wellington, FL 33414
(c) Principal Occupation:
Mr. McGinn is the Chief Executive Officer of the Issuer.
(d) Mr. McGinn has not, during the five years prior to the date hereof, been convicted in a criminal proceeding (excluding traffic violations or similar minor violations).
(e) Mr. McGinn has not, during the five years prior to the date hereof, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship/Jurisdiction of Organization:
United States
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Item 3.Source and Amount of Funds or Other Consideration.
Item 3 is hereby updated in its entirety as follows:
Mr. McGinn acquired the shares of Common Stock described herein as follows:
1. On March 15, 2013, Mr. McGinn purchased 50,000 shares of Common Stock at $2.00 per share.
2. On February 27, 2014, the Issuer awarded Mr. McGinn, the Issuer’s Chief Executive Officer and a member of the Issuer’s board of directors, 5,561,866 shares of Restricted Stock pursuant to the Issuer’s 2014 Equity Incentive Plan (the “2014 Plan”). The shares of Restricted Stock awarded to Mr. McGinn are subject to the vesting and other provisions set forth in the 2014 Plan and the award agreement (the “Award Agreement”) pursuant to which such shares of Restricted Stock were issued to Mr. McGinn. A copy of the 2014 Plan was filed as Exhibit 10.56 to the Issuer’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2014 and a copy of the Award Agreement was filed as Exhibit 10.58 to the Issuer’s Current Report on Form 8-K that was filed with the SEC on March 5, 2014 describing the 2014 Plan. Pursuant to the Award Agreement, in the event that the Issuer issues certain securities, Mr. McGinn is entitled to receive additional shares of Restricted Stock for anti-dilution purposes. On March 31, 2014, April 2, 2014, July 1, 2014, August 26, 2014 and October 1, 2014, Mr. McGinn received 302,758, 86,733, 97,130, 46,757 and 103,255 shares of Restricted Stock, respectively, in each case for anti-dilution purposes. On January 2, Mr. McGinn received 100,127 shares of Restricted Stock for anti-dilution purposes.
Pursuant to a letter agreement (the “Letter Agreement”) entered into between Mr. McGinn and the Company, effective as of January 21, 2015, the Company and Mr. McGinn agreed to and acknowledged the cancellation and disposition to the Company of 84,821 shares of Restricted Stock held by Mr. McGinn. The 84,821 shares of Restricted Stock held by Mr. McGinn were canceled and disposed of to the Company for no value, as approved by the Company’s board of directors. The cancellation was effected to correct the overstated calculation of previous issuances in respect of the anti-dilution protection described above.
The foregoing description of the Letter Agreement is generalized, does not purport to be complete and is subject to and qualified in its entirety to the full text of the Letter Agreement, which has been attached hereto as Exhibit 99.3 and which is incorporated herein by reference.
3. Following such transactions, Mr. McGinn owns 6,263,805 shares of Common Stock, which represents 8.0% of the current issued and outstanding shares of Common Stock.
Item 5.Interest in Securities of the Issuer.
Item 5 is hereby updated in its entirety as follows:
| (a) Name | Shares Beneficially Owned | Percentage* | ||||||
| Paul McGinn | 6,263,805 | 8.0 | % | |||||
(b) Mr. McGinn has sole voting power over 50,000 shares of Common Stock, and owns 6,213,805 shares of Restricted Stock. Pursuant to the Award Agreement, Mr. McGinn has appointed Fir Tree Inc., a New York corporation, to act as his proxy and attorney-in-fact to vote all of his shares of Restricted Stock with respect to all matters to which he is entitled to vote. Amendment No. 7 to Schedule 13D filed by Fir Tree Inc. with the SEC on February 13, 2015 is hereby incorporated herein by reference thereto.
*For purposes of Reg. Section 240.13d-3 and Rule 13d-3, the Issuer informed the Reporting Person that there are 78,084,315 shares of Common Stock, par value $0.00001 per share, issued and outstanding as of the date hereof (including 7,892,772 shares of Restricted Stock).
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(c) N/A
(d) N/A
(e) N/A
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information contained in Item 6 is hereby amended and supplemented by adding the following information:
The information regarding the Letter Agreement set forth in Item 4 hereof is incorporated into this Item 6 by reference.
Item 7.Materials to be Filed as Exhibits.
| Exhibit 99.1 | CIG Wireless Corp. 2014 Equity Incentive Plan, incorporated by reference to Exhibit 10.56 to the Registration Statement on Form S-8 filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on February 25, 2014. |
| Exhibit 99.2 | Restricted Stock Award to Paul McGinn, dated as of February 27, 2014, incorporated by reference to Exhibit 10.58 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on March 5, 2014. |
| Exhibit 99.3 | Letter Agreement, effective as of January 21, 2015, between Paul McGinn and CIG Wireless. |
[Signature Page Follows]
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2015
| /s/ Paul McGinn | |
| Paul McGinn |
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