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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Giannuzzi Nicholas 411 WEST 14TH STREET, 2ND FLOOR NEW YORK, NY 10014 |
X | |||
| /s/ Nicholas L. Giannuzzi | 03/03/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | Pursuant to the Merger Agreement, by and among Committed Capital Acquisition Corporation, CCAC Acquisition Sub, LLC, a Delaware limited liability company, The ONE Group, 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 80,111 shares owned by Mr. Giannuzzi and 8,345 shares held by Triple GGG, LLC, respective, as Escrow Shares. |
| (2) | Includes 20,093 shares of common stock previously held directly by the TOG Liquidating Trust ("Liquidating Trust") which have now been issued to Triple GGG, LLC upon the exercise of certain warrants held by it of One Group, a wholly-owned subsidiary of the Issuer. The Liquidating Trust continues to hold directly an aggregate of 10,490 shares of common stock which shall be issued to the Reporting Person upon the exercise of certain warrants held by him or upon the release of the Escrow Shares held by him or Triple GGG, LLC held in the Liquidating Trust. The amount of securities beneficially owned that was previously reported on the Reporting Person's Form 3 has not changed. |
| (3) | The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, 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. |