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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) | $ 11.5 | 03/13/2014 | X(1) | 299,980 (2) | 05/17/2013(4) | 10/31/2016(4) | Common Stock | 99,993 (2) | $ 0 | 0 | I | By Mariposa Acquisition, LLC (3) | |||
| Series A Preferred Stock, par value $0.01 per share | (5) | (5) | (5) | Common Stock | 119,992 | 119,992 | I | By Mariposa Acquisition, LLC (3) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ASHKEN IAN G H C/O PLATFORM SPECIALTY PRODUCTS CORP., 5200 BLUE LAGOON DRIVE, SUITE 855 MIAMI, FL 33126 |
X | |||
| /s/ Ian G.H. Ashken | 03/14/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Transaction exempt pursuant to Rule 16b-6 promulgated under the Securities Exchange Act of 1934, as amended. |
| (2) | Represents 99,993 shares of Common Stock acquired upon the exercise of 299,980 warrants beneficially owned by reporting person. Each warrant entitles the holder to purchase one-third (1/3) of a share of Common Stock upon exercise at a price of $11.50 per whole share of Common Stock. Warrants are only exercisable for whole shares of Common Stock. The total number of warrants beneficially owned by Mariposa Acquisition, LLC prior to exercise included 2 warrants which could not be exercised for a whole share of Common Stock and which therefore are expected to be each redeemed for $0.01 on April 3, 2014. |
| (3) | Represents an indirect interest held by Mariposa Acquisition, LLC. |
| (4) | On March 5, 2014, the Issuer announced that, in accordance with the terms of the warrant instrument governing the warrants, each warrant will be mandatorily redeemed by the Issuer for $0.01 per warrant on April 3, 2014, unless exercised before 5:00 p.m. on April 2, 2014. |
| (5) | The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier to occur of (i) a change of control of the Issuer or (ii) December 31, 2020 (unless extended in accordance with the terms of the Series A Preferred Stock). |