Statement of Changes in Beneficial Ownership (4)
05 Juni 2013 - 12:38AM
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
*
ROSENFELD ERIC
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2. Issuer Name
and
Ticker or Trading Symbol
Trio Merger Corp.
[
TRIO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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(Last)
(First)
(Middle)
TRIO MERGER CORP., 777 THIRD AVENUE, 37TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/4/2013
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(Street)
NEW YORK, NY 10017
(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)
_
X
_ Form filed by One Reporting Person
___ 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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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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Convertible Promissory Note
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$.50
(1)
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6/4/2013
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A
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200000
(2)
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(3)
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(4)
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Warrants (Right to Buy)
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200000
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$.50
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400000
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I
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Held by Crescendo Advisors II, LLC
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Convertible Promissory Note
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$.50
(1)
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(3)
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(4)
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Warrants (Right to Buy)
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600000
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600000
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D
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Explanation of Responses:
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(
1)
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This promissory note will be convertible into warrants of the Issuer at a price of $0.50 per warrant.
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(
2)
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Represents shares of common stock issuable upon exercise of the warrants that may be issued to the reporting person upon conversion of the promissory note.
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(
3)
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Each warrant that may be received upon conversion of the promissory note would become exercisable upon the completion by the Issuer of an initial business combination.
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(
4)
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Each warrant that may be received upon conversion of the promissory note would expire three years after the completion by the Issuer of an initial business combination, or earlier upon redemption.
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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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ROSENFELD ERIC
TRIO MERGER CORP.
777 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017
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X
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X
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Chairman and CEO
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Signatures
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/s/ Eric S. Rosenfeld
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6/4/2013
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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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