Montenvers GP S.a.r.l. BlueMountain Form 3/A Chart Acquisition / Montenvers GP S.a.r.l. BlueMountain ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BlueMountain GP Holdings, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2015

3. Issuer Name and Ticker or Trading Symbol
Chart Acquisition Corp. [ CACGU ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2015

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	603,315	11.5	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	524,582	11.5	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	378,089	11.5	D
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	75,768	11.5	D
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	18,020	11.5	D
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	38,991	11.5	D
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	13,714	11.5	D
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	21,648	11.5	D
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	57,085	11.5	D

1. Name and Address of Reporting Person^*

BlueMountain GP Holdings, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BlueMountain Timberline Ltd.

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BlueMountain Montenvers Master Fund SCA SICAV-SIF

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BlueMountain Montenvers GP S.a.r.l.

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. The Reporting Persons previously filed a Form 3 on May 14, 2015 with respect to their respective ownership of shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of Chart Acquisition Corp. (the "Issuer"). This Form 3 relates solely to the Reporting Persons' respective ownership of warrants to purchase Common Stock (the "Warrants"). The filing of this Form 3 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 5) or the General Partners (as defined in Footnote 4) 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 Warrants. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings, and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest.

2. BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 378,089 Warrants; (ii) BlueMountain Long/Short Credit Master Fund L.P. ("BMLSC"), which is the direct beneficial owner of 75,768 Warrants; (iii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 18,020 Warrants; (iv) BlueMountain Equity Alternatives Master Fund L.P. ("BMEA"), which is the direct beneficial owner of 38,991 Warrants; (v) BlueMountain Kicking Horse Fund L.P. ("BMKH" and, together with BMCA, BMLSC, BMGP and BMEA, the "Partnerships"), which is the direct beneficial owner of 13,714 Warrants; (vi) BlueMountain Timberline Ltd. ("BMT"), which is the direct beneficial owner of 21,648 Warrants; and (vii) BlueMountain Montenvers Fund SCA SICAV-SIF ("BMM" and, together with BMT and the Partnerships, the "Funds"), which is the direct beneficial owner of 57,085 Warrants.

3. BMCM, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

4. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Warrants beneficially owned by it; (ii) BlueMountain Long/Short Credit GP, LLC ("BMLSC GP") is the general partner of each of BMLSC and BMGP and has an indirect profits interest in the Warrants beneficially owned by each of them; (iii) BlueMountain Equity GP, LLC ("BMEA GP") is the general partner of BMEA and has an indirect profits interest in the Warrants beneficially owned by it; (iv) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP" and, together with BMCA GP, BMLSC GP and BMEA GP, the "General Partners") is the general partner of BMKH and has an indirect profits interest in the Warrants beneficially owned by it; and

5. (v) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the Warrants beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the Warrants beneficially owned by each of the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Warrants beneficially owned by BMM.

6. The Warrants may be exercised only subject to certain restrictions set forth in Exhibit 4.4 to the Issuer's report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 19, 2012.

7. Prior to May 11, 2015, the Issuer's filings with the SEC disclosed that it had 8,785,309 shares of Common Stock outstanding. On May 11, 2015, the Issuer filed a report on Form 10-Q with the SEC stating that the Issuer had redeemed 3,558,395 shares of Common Stock, reducing the number of issued and outstanding shares of Common Stock to 5,226,924 shares, and thereby increasing the percentage of Common Stock held by the Reporting Persons.

8. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 3 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 3 due to the limitation of ten Reporting Persons per filing.

Remarks:

	BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer	05/20/2015
	BlueMountain Timberline Ltd., By: /s/ Andrew Feldstein, Director	05/20/2015
	BlueMountain Montenvers Fund SCA SICAV-SIF, By: BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person	05/20/2015
	BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person	05/20/2015
	** Signature of Reporting Person	Date
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Montenvers GP S.a.r.l. BlueMountain Form 3/AChart Acquisition / Montenvers GP S.a.r.l. BlueMountain ownership change