4/A//SEC Filing
LICT Corp 4/A
Accession 0000921895-23-002115
CIK 0001957783operating
Filed
Sep 4, 8:00 PM ET
Accepted
Sep 5, 7:57 PM ET
Size
16.6 KB
Accession
0000921895-23-002115
Insider Transaction Report
Form 4/AAmended
MachTen, Inc.MACT
GGCP Holdings LLC
10% Owner
Transactions
- Other
Common Stock
2023-07-31+735,750→ 735,750 total - Other
Common Stock
2023-07-31+226,350→ 226,350 total(indirect: See Footnote) - Other
Common Stock
2023-07-31+601,780→ 601,780 total
LICT Corp
10% Owner
Transactions
- Other
Common Stock
2023-07-31+735,750→ 735,750 total - Other
Common Stock
2023-07-31+601,780→ 601,780 total - Other
Common Stock
2023-07-31+226,350→ 226,350 total(indirect: See Footnote)
GGCP, INC.
10% Owner
Transactions
- Other
Common Stock
2023-07-31+735,750→ 735,750 total - Other
Common Stock
2023-07-31+601,780→ 601,780 total - Other
Common Stock
2023-07-31+226,350→ 226,350 total(indirect: See Footnote)
GABELLI MARIO J
10% Owner
Transactions
- Other
Common Stock
2023-07-31+226,350→ 226,350 total(indirect: See Footnote) - Other
Common Stock
2023-07-31+601,780→ 601,780 total - Other
Common Stock
2023-07-31+735,750→ 735,750 total
Footnotes (5)
- [F1]LICT Corporation ("LICT") expects to consummate the spin-off of 81% of the outstanding shares of common stock of MachTen, Inc. (the "Issuer") on August 31, 2023 (the "Distribution Date") by way of a pro rata distribution to the holders of record of its common stock (the "Distribution") as of 5:00 pm New York City time on July 31, 2023 (the "Record Date"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), LICT's distribution of the Issuer's common stock is deemed to occur on the Record Date.
- [F2]Pursuant to the Issuer's Amended and Restated Certificate of Incorporation to be filed with the Secretary of the State of Delaware prior to the Distribution Date, the 100 outstanding shares of the Issuer's common stock currently held by LICT will be automatically reclassified into an aggregate of 3,171,465 shares of the Issuer's common stock (the "Reclassified Shares"). This reclassification will be exempt pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended. On the Distribution Date, LICT will distribute 81% of the Reclassified Shares, or 2,569,685 shares, to LICT's stockholders on the Record Date, and retain 19% of the Reclassified Shares, or 601,780 shares.
- [F3]Mario J. Gabelli owns shares of common stock of LICT directly and through a trust over which he has sole voting and dispositive power over the shares held therein as of the Record Date. As a result of the Distribution, Mr. Gabelli will obtain direct beneficial ownership over 735,750 shares of the Issuer's common stock on the Distribution Date.
- [F4]Mr. Gabelli may be deemed to beneficially own shares of common stock of LICT owned by GGCP, Inc. ("GGCP") via GGCP Holdings, LLC ("Holdings"). As a result of the Distribution, Mr. Gabelli will obtain indirect beneficial ownership over 226,350 shares of the Issuer's common stock that will be held by GGCP via Holdings on the Distribution Date. Mr. Gabelli may be deemed to have beneficial ownership of the shares to be held by Holdings on the basis of (i) his position as the Chief Executive Officer, a director and the controlling shareholder of GGCP, which is the manager and the majority member of Holdings, and (ii) a certain profit interest in Holdings. Mr. Gabelli disclaims beneficial ownership of the shares to be owned by Holdings except to the extent of his pecuniary interest therein.
- [F5]Shares owned directly by LICT. Mr. Gabelli, GGCP, and Holdings may be deemed a "group" with LICT for purposes of Section 13D of the Exchange Act.
Documents
Issuer
MachTen, Inc.
CIK 0001957783
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001088771
Filing Metadata
- Form type
- 4/A
- Filed
- Sep 4, 8:00 PM ET
- Accepted
- Sep 5, 7:57 PM ET
- Size
- 16.6 KB