4//SEC Filing
Weiner Neil 4
Accession 0001209191-12-032874
CIK 0001466815other
Filed
Jun 6, 8:00 PM ET
Accepted
Jun 7, 6:57 PM ET
Size
10.2 KB
Accession
0001209191-12-032874
Insider Transaction Report
Form 4
Weiner Neil
Director
Transactions
- Purchase
Common Stock, $0.001 par value per share
2012-06-05$1.25/sh+69,939$87,424→ 2,550,738 total(indirect: By Partnership) - Purchase
Common Stock, $0.001 par value per share
2012-06-06$1.25/sh+7,060$8,825→ 2,557,798 total(indirect: By Partnership)
Holdings
- 24,030
Common Stock, $0.001 par value per share
Footnotes (3)
- [F1]The purchases of shares of common stock, par value $0.001 per share ("Common Stock"), of Cambium Learning Group, Inc. (the "Company") reported in Table I were made by Kellner Catalyst Master Fund, Ltd. ("Kellner Fund"). Neil Weiner (the "Reporting Person"), as Chief Investment Officer of Kellner Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Kellner Fund for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person's interest in the shares of Common Stock held by Kellner Fund is limited to the extent of his respective pecuniary interest, if any, in Kellner Fund.
- [F2]Reports previously filed by the Reporting Person under Section 16 of the Exchange Act with respect to the Common Stock disclosed that as the managing member of Foxhill Capital, which is the investment manager of Foxhill Offshore Fund and Foxhill Master Fund and a sub-advisor to KDC Fund, and the managing member of Foxhill Capital (GP), LLC, which is the general partner of one of Foxhill Master Fund's general partners, the Reporting Person may be deemed to beneficially own an aggregate of 2,921,172 shares of Common Stock. Foxhill Capital no longer serves as the investment manager to Foxhill Offshore Fund, and, accordingly, commencing with this report, the 440,373 shares of Common Stock beneficially owned by Foxhill Offshore Fund have been excluded from the total number of non-derivative securities indirectly beneficially owned by the Reporting Person reported in Table I.
- [F3]Thus, as the managing member of Foxhill Capital (which is the investment manager of Foxhill Master Fund and Foxhill Domestic Fund and a sub-adviser to KDC Fund), the managing member of Foxhill Capital (GP), LLC (which is the general partner of Foxhill Domestic Fund), and the Chief Investment Officer of Kellner Fund, the Reporting Person may be deemed to beneficially own the aggregate of 2,557,798 shares of Common Stock beneficially owned by the Foxhill Funds, KDC Fund and Kellner Fund for purposes of Rule 13d-3 under the Exchange Act. The Reporting Person's interest in the shares of Common Stock reported herein is limited to the extent of his respective pecuniary interest, if any, in the Foxhill Funds, KDC Fund and Kellner Fund.
Documents
Issuer
CAMBIUM LEARNING GROUP, INC.
CIK 0001466815
Entity typeother
Related Parties
1- filerCIK 0001450256
Filing Metadata
- Form type
- 4
- Filed
- Jun 6, 8:00 PM ET
- Accepted
- Jun 7, 6:57 PM ET
- Size
- 10.2 KB