4//SEC Filing
CHEUNG KONG HOLDINGS LTD 4
Accession 0001181431-04-046090
CIK 0001060801other
Filed
Oct 3, 8:00 PM ET
Accepted
Oct 4, 1:39 PM ET
Size
8.7 KB
Accession
0001181431-04-046090
Insider Transaction Report
Form 4
CHEUNG KONG HOLDINGS LTD
10% Owner
Transactions
- Other
Series E Preferred Stock
2004-09-30−2,860,650→ 2,823,975 total(indirect: See footnote)Exercise: $1.50From: 2004-07-09Exp: 2008-07-09→ Common Stock (2,897,659 underlying)
Footnotes (5)
- [F1]The shares of Series E Preferred Stock are convertible into the number shares of common stock of the issuer equal to the product of the number of shares of Series E Preferred Stock being converted multiplied by the quotient of (i) the Series E Accreted Value divided by (ii) $1.50 (subject to anti-dilution adjustments). Series E Accreted Value means, with respect to each share of Series E Preferred Stock, the sum of $1.50 plus all dividends that have accrued and compounded semi-annually.
- [F2]On September 30, 2004, through a privately negotiated transaction, Great Affluent Limited ("GAL") transferred 6,500,000 shares of the Issuer's Series E Preferred Stock to Ace Paragon Holdings Limited. GAL is a wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. ("CKLS"). Cheung Kong (Holdings) Limited ("Cheung Kong") owns 44.01% of the issued shares of CKLS.
- [F3]There is no expiration date by which the Series E Preferred Stock must convert into common stock. If at any date after July 9, 2007 the average closing price per share of common stock for any 60 consecutive trading days is not less than 400% of the Series E Accreted Value, then the issuer has the option to redeem within 30 days all outstanding Series E Preferred Stock for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date. On July 9, 2008, all Series E Preferred Stock must automatically be redeemed for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date.
- [F4]Not applicable.
- [F5]Immediately before the securities disposition by GAL in question, CKLS beneficially owned 12,916,667 shares of Series E Preferred Stock through GAL, convertible into 13,083,776 shares of Common Stock (including accretion of dividends as at September 30, 2004). After disposing of 6,500,000 shares of Series E Preferred Stock, GAL retains 6,416,667 shares of Series E Preferred Stock. Cheung Kong owns 44.01% of the issued shares of CKLS, and thus its proportionate interest in the transferred shares and the remaining shares of Common Stock issuable upon conversion to CKLS and GAL is 2,897,659 shares and 2,860,510 shares, respectively. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to CKLS and GAL. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares.
Issuer
CRITICAL PATH INC
CIK 0001060801
Entity typeother
Related Parties
1- filerCIK 0001164004
Filing Metadata
- Form type
- 4
- Filed
- Oct 3, 8:00 PM ET
- Accepted
- Oct 4, 1:39 PM ET
- Size
- 8.7 KB