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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol China Lending Corp [ CLDC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/06/2014 | ||||||||||||||||||||||||||
| 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 | ||||||
| Ordinary Shares | 07/06/2016 | J | 10,000(1) | A | $10 | 1,844,134 | I | See Footnote(2) | ||
| Ordinary Shares | 07/06/2016 | C | 1,000(1) | A | $0 | 1,845,134 | I | See Footnote(2) | ||
| 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 | ||||||||
| Warrants(4) | $12 | 10/06/2014 | P | 2,058,007 | 07/06/2016 | 07/06/2021 | Ordinary Shares | 1,029,003 | $0.5 | 2,058,007 | I | See Footnote(2) | |||
| Warrants(5) | $12 | 10/06/2014 | P | 319,119 | 07/06/2016 | 07/06/2021 | Ordinary Shares | 159,560 | $10(5) | 319,119 | I | See Footnote(2) | |||
| Right to Receive Ordinary Shares(3) | (3) | 10/06/2014 | P | 319,119 | (5) | (5) | Ordinary Shares | 31,911 | $10(5) | 319,119 | I | See Footnote(2) | |||
| Right to Receive Ordinary Shares(1) | (1) | 07/06/2016 | J | 10,000 | (1) | (1) | Ordinary Shares | 1,000 | $0(1) | 329,119 | I | See Footnote(2) | |||
| Warrants(1) | $12 | 07/06/2016 | J | 10,000 | 07/06/2016 | 07/06/2021 | Ordinary Shares | 5,000 | $0(1) | 329,119 | I | See Footnote(2) | |||
| Right to Receive Ordinary Shares(1) | (1) | 07/06/2016 | C | 10,000 | (1) | (1) | Ordinary Shares | 1,000 | $0(1) | 319,119 | I | See Footnote(2) | |||
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. Pursuant to a third amended and restated promissory note dated June 14, 2016, the Issuer issued a convertible promissory note with a principal amount of $1,600,000 to DeTiger Holdings Ltd. ("DTH"). Upon consummation of the Issuer's initial business combination and at DTH's option, at any time prior to payment in full of the principal balance of this Note, DTH may elect to convert up to $500,000 of the outstanding principal into that number of Issuer units equal to: (i) the portion of the principal amount of the note being converted, divided by (ii) $10.00. Each unit had the same terms and conditions as the private units issued simultaneously with the Issuer's initial public offering ("IPO"). On July 6, 2016, in connection with the closing of the Issuer's initial business combination, DTH converted $100,000 of outstanding principal, which, upon the separation of the units and automatic conversion of the component rights, resulted in the issuance of 11,000 ordinary shares (including 1,000 ordinary shares issued upon conversion of 10,000 rights) and 10,000 warrants. |
| 2. Winnie Ng is the sole director and 100% owner of DTH. Ms. Ng may be deemed the beneficial owner of the securities held by DTH and has sole voting and dispositive control over such securities. |
| 3. Upon the closing of the Issuer's initial business combination on July 6, 2016, 319,119 units purchased by DTH in a private placement consummated simultaneously with the Issuer's IPO automatically separated into their component ordinary shares, warrants to purchase one-half of one ordinary share, and rights to receive one-tenth of an ordinary share. The resulting 319,119 rights are convertible into 31,911 ordinary shares, but have not been converted as of the date of this filing. In addition, the resulting warrants are exercisable into 159,560 ordinary shares, but have not been exercised as of the date of this filing. |
| 4. On October 6, 2014, the Reporting Persons acquired an aggregate of 2,058,007 warrants in a private placement consummated simultaneously with the consummation of the Issuer's IPO. Each warrant entitles the holder to purchase one-half of one ordinary share at a price of $12.00 per full share, at a price of $0.50 per warrant. The warrants became exercisable upon consummation of the Issuer's initial business combination, but have not been exercised as of the date of this filing. |
| 5. On October 6, 2014, the Reporting Persons acquired an aggregate of 319,119 units in a private placement consummated simultaneously with the consummation of the Issuer's IPO, at a price of $10.00 per unit. Each unit consists of one ordinary share, one right to receive one-tenth of one ordinary share upon consummation of the Issuer's initial business combination, and one warrant to purchase one-half of one ordinary share at an exercise price of $12.00 per full share. |
| /s/ Winnie NG | 07/13/2016 | |
| /s/ Winnie NG, Director of De Tiger Holdings Limited | 07/13/2016 | |
| ** 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. | ||