4//SEC Filing
Hahn James E 4
Accession 0001496274-10-000002
CIK 0001444183other
Filed
Jul 14, 8:00 PM ET
Accepted
Jul 15, 1:06 PM ET
Size
18.6 KB
Accession
0001496274-10-000002
Insider Transaction Report
Form 4
Hahn James E
DirectorCEO,CFO and President10% Owner
Transactions
- Purchase
Common Stock
2010-07-06+500,000→ 1,688,009 total(indirect: By Sabrina Hahn) - Other
Common Stock
2010-07-01$0.38/sh+400,000$152,520→ 537,410 total(indirect: By LLC) - Other
Common Stock
2010-07-06+150,599→ 688,009 total(indirect: By LLC) - Purchase
Common Stock
2010-07-06+250,000→ 938,009 total(indirect: By LLC) - Other
Common Stock
2010-07-06$0.20/sh+250,000$50,000→ 1,188,009 total(indirect: By LLC) - Other
Warrant
2010-07-06+71,467→ 71,467 total(indirect: By LLC)From: 2010-07-06Exp: 2015-07-06→ Common Stock (71,467 underlying) - Purchase
Common Stock
2010-07-06+425,000→ 2,113,009 total(indirect: By Evan Hahn)
Footnotes (8)
- [F1]The Reporting Person and his wife each has 50% membership interests in Alpine Venture Associates, LLC ("AVA"). The Reporting Person has sole voting and dispositive power with respect to the securities owend by Alpine Venture Associates, LLC. Therefore, any securities owned by AVA are deemed to be benefically owned by the Reporting Person.
- [F2]On July 1, 2010, the Issuer and AVA reached an agreement, where all then the Issuer's outstanding liabilities owed to AVA shall be converted into 400,000 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), in the name of AVA at a price of $0.3813 per share.
- [F3]On July 6, 2010, certain shareholders of Goodintend Holdings Limited, a BVI company ("Goodintend") acquired from AVA its 96.5% ownership interests in the Issuer. As part of the consideration for such acquisition of AVA's controlling interests, AVA received 150,599 shares of Common Stock and a warrant to purchase 71,467 shares of Common Stock. There was no public market for the Issuer's Common Stock.
- [F4]On July 6, 2010, the Issuer, Goodintend and the stockholders of Goodintend entered into a share exchange agreement, where in exchange of Goodintend's all then outstanding ordinary shares (the "Goodintend Shares"), the Issuer issued to the stockhlders of Goodintend a total of 24,737,500 shares of Common Stock (the "Share Exchange Transaction"). AVA, as a shareholder of 250 shares of Goodintend Shares, received 250,000 shares of Common Stock. There was no public market for Goodintend Shares.
- [F5]On December 17, 2009, Goodintend completed a financing transaction where it raised gross proceeds of $800,000 through a private placement of convertible promissory notes to certain accredited investors (the "December 2009 Financing"). All notes issued in connection with the December 2009 Financing were automatically converted into an aggregate of 4,000,000 shares of the Issuer's Common Stock on July 6,2010, simultaneously with the consummation of the Share Exchange Transaction, reflecting a conversion price of $0.20 per share. As an investor in the December 2009 Financing, AVA received 250,000 shares of Common Stock upon the conversion of its promissory notes of $50,000.
- [F6]Sabrina Hahn is the daughter of the Reporting Person. In the Share Exchange Transaction on July 6, 2010, Sabrina Hahn, as a shareholder of 500 shares of Goodintend Shares, received 500,000 shares of Common Stock. There was no public market for Goodintend Shares.
- [F7]Evan Hahn is the son of the Reporting Person. In the Share Exchange Transaction on July 6, 2010, Evan Hahn, as a shareholder of 425 shares of Goodintend Shares, received 425,000 shares of Common Stock. There was no public market for the Goodintend Shares.
- [F8]The exercise price of the warrant is the purchase price per share in the first offering of the Issuer's securities conducted after the consummation of the Share Exchange Transaction.
Documents
Issuer
Alpine Alpha 2, Ltd.
CIK 0001444183
Entity typeother
Related Parties
1- filerCIK 0001429119
Filing Metadata
- Form type
- 4
- Filed
- Jul 14, 8:00 PM ET
- Accepted
- Jul 15, 1:06 PM ET
- Size
- 18.6 KB