Statement of Changes in Beneficial Ownership (4)
10 Juli 2018 - 1:29AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C.
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2. Issuer Name
and
Ticker or Trading Symbol
Hawaiian Telcom Holdco, Inc.
[
HCOM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE SOUND SHORE DRIVE,, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/2/2018
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(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share
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7/2/2018
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J
(1)
(2)
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640.59
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D
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$0
(1)
(2)
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0
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D
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Common Stock, par value $0.01 per share
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7/2/2018
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J
(1)
(2)
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2651068.41
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D
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$0
(1)
(2)
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0
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I
(3)
(4)
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See Footnotes
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Pursuant to the Agreement and Plan of Merger, dated as of July 9, 2017, among Cincinnati Bell Inc. ("Cincinnati Bell"), Twin Acquisition Corp. and the Issuer (the "Merger Agreement"), at the effective time of the transaction contemplated in the Merger Agreement (the "Merger") on July 2, 2018, each share of Common Stock was cancelled and converted into the right to receive, without interest and subject to applicable tax withholding, at the holder of such share's election and subject to proration as set forth in the Merger Agreement, into: (i) 1.6305 common shares, par value $0.01 per share, of Cincinnati Bell (the "Cincinnati Bell Common Shares"); (ii) 0.6522 Cincinnati Bell Common Shares and $18.45 in cash; or (iii) $30.75 in cash. Any fractional Cincinnati Bell Common Shares will be paid out in cash.
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(2)
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Because the proration procedures have not been completed as of the date of this filing, it is not possible to determine the exact merger consideration to be received by the Reporting Persons for the shares of Common Stock disposed of in the Merger. The closing price of Cincinnati Bell Common Shares on July 2, 2018 was $15.65. As a result of the closing of the Merger, the Reporting Persons ceased to be the beneficial owner of any shares of Common Stock.
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(3)
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Black Diamond Capital Management, LLC ("Black Diamond") exercises investment discretion on behalf of investment advisory affiliates that serve as investment advisers to certain Black Diamond managed funds, for which the Shares are held. Stephen H. Deckoff is the Managing Principal of Black Diamond.
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(4)
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Each of the Reporting Persons disclaims beneficial ownership over the Shares, except to the extent of its or his pecuniary interest therein, and this statement shall not be construed as an admission that such Reporting Person is the beneficial owner of any Shares for purposes of Section 16 of the Exchange Act or for any other purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C.
ONE SOUND SHORE DRIVE,
SUITE 200
GREENWICH, CT 06830
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X
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Deckoff Stephen H
5330 YACHT HAVEN GRANDE,
SUITE 100
ST. THOMAS, VI 00802
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X
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Signatures
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Black Diamond Capital Management, L.L.C.,
By: Stephen H. Deckoff, Managing Principal
/s/ Stephen H. Deckoff
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7/9/2018
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**
Signature of Reporting Person
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Date
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/s/ Stephen H. Deckoff
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7/9/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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