1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Option (right to purchase)
|
Â
(3)
|
10/16/2023 |
Common Stock
|
255,526
|
$
5
|
D
|
Â
|
Option (right to purchase)
|
Â
(4)
|
10/16/2023 |
Common Stock
|
255,526
|
$
5
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
These securities are owned directly by the TOG Liquidating Trust ("Liquidating Trust") for the benefit of the former members and warrant holders of The One Group, LLC, a Delaware limited liability company ("One Group") and now a wholly-owned subsidiary of the Issuer. As the Trustee of the Liquidating Trust, the Reporting Person may be deemed the beneficial owner of the securities directly owned by the Liquidating Trust. The Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
(2) |
Pursuant to the Merger Agreement, by and among Committed Capital Acquisition Corporation, CCAC Acquisition Sub, LLC, a Delaware limited liability company, One Group, and Samuel Goldfinger, as representative of the owners of One Group Membership Interests, a portion of the common shares ("Escrow Shares") issued as consideration are being held by Continental Stock Transfer & Trust Company, as escrow agent, and are subject to forfeiture during the eighteen month period following the merger to satisfy indemnification claims. This amount includes 107,502 shares owned by the Liquidating Trust as Escrow Shares. |
(3) |
These options vest ratably over a five year period on the anniversary of the date of grant. |
(4) |
These options vest upon the achievement of certain annual targeted milestones as determined by the board of directors of the Issuer. |