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*
Athens Acquisition LLC

(Last) (First) (Middle)
1086 WOODWARD AVENUE

(Street)
DETROIT MI 48226

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Greektown Superholdings, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/25/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 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) 04/25/2013(1)(2) S 246,100 04/25/2013 12/31/2013 Series A-1 Preferred Stock 246,100 (1)(2) 246,100 D(3)(4)
Put Option (obligation to buy)(1)(2) $90(1)(2) 04/25/2013(1)(2) S 13,413 04/25/2013 12/31/2013 Series A-1 Common Stock 13,413 (1)(2) 13,413 D(3)(4)
Put Option (obligation to buy)(1)(2) $90(1)(2) 04/25/2013(1)(2) X 246,100 04/25/2013 12/31/2013 Series A-1 Preferred Stock 246,100 $0 0 D(3)(4)
Put Option (obligation to buy)(1)(2) $90(1)(2) 04/25/2013(1)(2) X 13,413 04/25/2013 12/31/2013 Series A-1 Common Stock 13,413 $0 0 D(3)(4)
1. Name and Address of Reporting Person*
Athens Acquisition LLC

(Last) (First) (Middle)
1086 WOODWARD AVENUE

(Street)
DETROIT MI 48226

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GILBERT DANIEL

(Last) (First) (Middle)
1050 WOODWARD AVENUE

(Street)
DETROIT MI 48226

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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. On April 25, 2013, Standard General executed the Investor Rights Agreement, and also 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 Standard General, which securities consisted of an aggregate of: (x) 246,100 shares of Series A-1 Preferred Stock and (y) 13,413 shares of Series A-1 Common Stock (collectively, the "Standard General 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 Standard General Shares pursuant to the exempt exercise of the Sale Right by Standard General 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, By: /s/ Daniel Gilbert, Name: Daniel Gilbert, Title: Chief Executive Officer 04/29/2013
/s/ Daniel Gilbert 04/29/2013
** 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).
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