| 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 |
|
|||||||||||||||
| 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
Greektown Superholdings, Inc. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2013 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Put Option (obligation to buy)(1)(2) | $90(1)(2) | 05/16/2013(1)(2) | X | 94,999 | 04/25/2013 | 12/31/2013 | Series A-1 Preferred Stock | 94,999 | $0 | 0 | D(3)(4) | ||||
| Put Option (obligation to buy)(1)(2) | $90(1)(2) | 05/16/2013(1)(2) | X | 121,676 | 04/25/2013 | 12/31/2013 | Series A-2 Preferred Stock | 121,676 | $0 | 0 | D(3)(4) | ||||
| Put Option (obligation to buy)(1)(2) | $90(1)(2) | 05/16/2013(1)(2) | X | 273,930 | 04/25/2013 | 12/31/2013 | Warrants to Purchase Series A-2 Preferred Stock | 273,930 | $0 | 0 | D(3)(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. As previously reported, on April 8, 2013, Athens Acquisition, LLC ("Athens") entered into a Stockholders Agreement with the Issuer (the "Stockholders Agreement") which contemplated Athens entering into an Investor Rights Agreement (the "Investor Rights Agreement") with Brigade Leveraged Capital Structures Fund Ltd. ("Brigade") and certain entities affiliated with Standard General LP (collectively, "Standard General") (should Brigade and Standard General choose to enter into such agreement). The Investor Rights Agreement contains a provision whereby the investor party thereto would have the non-transferable right to sell to Athens all securities of the Issuer held by such investor on the date of the Investor Rights Agreement for an amount equal to $90 per share (or less per share if the investor exercises a "Conversion Right" under the Issuer's charter) (the "Sale Right"). |
| 2. As previously reported, on April 26, 2013, Brigade executed the Investor Rights Agreement. On May 16, 2013, Brigade exercised the Sale right by delivering to Athens a "Sale Right Exercise Notice" pursuant to the terms of the Investor Rights Agreement with respect to all of the securities of the Issuer then held by Brigade, which securities consisted of an aggregate of: (x) 94,999 shares of Series A-1 Preferred Stock, (y) 121,676 shares of Series A-2 Preferred Stock, and (z) warrants to purchase 273,930 shares of Series A-2 Preferred Stock (collectively, the "Brigade Shares"). |
| 3. As the sole member of Athens, Daniel Gilbert ("Mr. Gilbert") may be deemed to be the indirect beneficial owner (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of any securities beneficially owned by Athens. |
| 4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported hereon except to the extent of their respective pecuniary interest therein. |
| Remarks: |
| The consummation of the purchase and sale of the Brigade Shares pursuant to the exempt exercise of the Sale Right by Brigade is subject to approval by the Michigan Gaming Control Board, which approval is a material condition outside of the control of Athens. |
| Athens Acquisition LLC, Name: Daniel Gilbert, Title: Chief Executive Officer | 05/20/2013 | |
| /s/ Daniel Gilbert | 05/20/2013 | |
| ** 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. | ||