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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 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 | ||||||||
Class B Common Stock | (6) | 12/06/2018 | J | 1,202,925 (3) | (6) | (6) | Class A Common Stock | 1,202,925 | $ 0 | 4,403,325 | D | ||||
Class B Common Stock | (1) | 12/06/2018 | M | 4,403,325 (1) | (6) | (6) | Class A Common Stock | 4,403,325 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Argand Partners Fund, LP C/O INDUSTREA ACQUISITION CORP. 28 WEST 44TH STREET, SUITE 501 NEW YORK, NY 10036 |
X | |||
Argand Partners Institutional Co-Invest Fund, LP 28 WEST 44TH STREET SUITE 501 NEW YORK, NY 10036 |
X | |||
Argand Partners SEA Fund AI, LP 28 WEST 44TH STREET SUITE 501 NEW YORK, NY 10036 |
X | |||
Argand Partners SEA Fund QP, LP 28 WEST 44TH STREET SUITE 501 NEW YORK, NY 10036 |
X | |||
Argand Partners Team Co-Invest Fund LP 28 WEST 44TH STREET SUITE 501 NEW YORK, NY 10036 |
X |
/s/ Joel L. Rubinstein, Attorney-in-Fact for Argand Partners Fund, LP | 12/10/2018 | |
**Signature of Reporting Person | Date | |
/s/ Joel L. Rubinstein, Attorney-in-Fact for Argand Partners Institutional Co-Invest Fund, LP | 12/10/2018 | |
**Signature of Reporting Person | Date | |
/s/ Joel L. Rubinstein, Attorney-in-Fact for Argand Partners SEA Fund AI, LP | 12/10/2018 | |
**Signature of Reporting Person | Date | |
/s/ Joel L. Rubinstein, Attorney-in-Fact for Argand Partners SEA Fund QP, LP | 12/10/2018 | |
**Signature of Reporting Person | Date | |
/s/ Joel L. Rubinstein, Attorney-in-Fact for Argand Partners Team Co-Invest Fund, LP | 12/10/2018 | |
**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) | Immediately prior to the consummation of the Concrete Pumping Holding, Inc.'s initial business combination on December 6, 2018 (the "business combination"), each outstanding share of Industrea Acquisition Corp.'s Class B common stock, par value $0.0001 per share ("Founder Shares"), was converted into one share of Industrea Acquisition Corp.'s Class A common stock, par value $0.0001 ("Industrea common stock"). Industrea Alexandria LLC (the "Sponsor") held 4,403,325 Founder Shares prior to the business combination, which were converted into 4,403,325 shares of Industrea common stock immediately prior to the business combination. |
(2) | Upon consummation of the business combination, each share of outstanding Industrea common stock was exchanged for one share of the Concrete Pumping Holding, Inc.'s common stock, par value $0.0001 per share ("BBCP common stock"), and Industrea Acquisition Corp. became a wholly owned subsidiary of Concrete Pumping Holdings, Inc. The Sponsor held 4,403,325 shares of Industrea common stock at the time of the business combination, which were exchanged for 4,403,325 shares of BBCP common stock upon consummation of the business combination. |
(3) | Forfeiture of Founder Shares to Industrea Acquisition Corp. for no consideration. |
(4) | The securities are held directly by the Sponsor. Howard D. Morgan, Heather Faust, Tariq Osman, Joseph Del Toro and Charles Burns are the managers of the Sponsor and share voting and dispositive power over the securities held directly by the Sponsor by approval of a majority of the managers. Argand Partners Fund, LP, Argand Partners Institutional Co-Invest Fund, LP, Argand Partners SEA Fund AI, LP, Argand Partners SEA Fund QP, LP and Argand Partners Team Co-Invest Fund LP (collectively, the "Funds") are the members of the Sponsor. Ms. Faust and Messrs. Morgan and Osman are the directors of the general partner of the general partner of each of the Funds. As a result, the Sponsor, the Funds, Ms. Faust and Messrs. Morgan, Osman, Del Toro and Burns (collectively, the "Reporting Persons") may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. |
(5) | Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its, his or her pecuniary interest therein, and this Report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose. |
(6) | The Founder Shares were convertible for shares of Industrea Acquisition Corp.'s Class A common stock as described under the heading "Description of Securities - Founder Shares" in Industrea Acquisition Corp.'s registration statement on Form S-1 (File No. 333-219053) and had no expiration date. |
Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to Industrea Acquisition Corp. |