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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 | ||||||||
Warrant | $ 7.8815 | 10/30/2009 | J(5) | 155,234 (5) | (6) | 10/30/2012 | Ordinary Shares | 155,234 (5) | $ 0 | 155,234 (5) | I | By Frost Gamma Investments Trust (4) | |||
Warrant | $ 6 | (6) | (7) | Ordinary Shares | 2,471,200 (2) | 2,471,200 (2) | I | By Frost Gamma Investments Trust (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FROST PHILLIP MD ET AL 4400 BISCAYNE BOULEVARD MIAMI, FL 33137 |
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Frost Gamma Investments Trust 4400 BISCAYNE BOULEVARD, 15TH FLOOR MIAMI, FL 33137 |
Joint Filer |
/s/ Phillip Frost, MD and /s/ Phillip Frost, MD, as trustee | 11/04/2009 | |
**Signature of Reporting Person | Date | |
Phillip Frost, M.D., as trustee | 11/04/2009 | |
**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) | The ordinary shares were issued in connection with the conversion of a certain promissory note held by Frost Gamma Investments Trust in connection with an interim financing provided to SearchMedia International Limited. The number of ordinary shares issued was determined by dividing the principal amount of the note by 7.8815. |
(2) | Includes a total of 150,000 Units, each Unit consisting of one ordinary share and one warrant to purchase one ordinary share at $6.00. |
(3) | On October 30, 2009, Ideation Acquisition Corp. merged with and into ID Arizona Corp., a wholly-owned subsidiary of Ideation Acquisition Corp. Immediately thereafter, ID Arizona Corp. became a Cayman Islands exempted company named SearchMedia Holdings Limited, pursuant to a conversion and continuation procedure under Arizona and Cayman Islands law. As a result, the holders of Ideation Acquisition Corp. securities became holders of securities of SearchMedia Holdings Limited. Also on October 30, 2009, Ideation Acquisition Corp. completed a business combination with SearchMedia International Limited. |
(4) | The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(5) | Of the 155,234 warrants issued, 49,959 warrants were issued in connection with the conversion of a certain promissory note held by Frost Gamma Investments Trust in connection with an interim financing provided to SearchMedia International Limited. The number of warrants issued was determined by multiplying the number of ordinary shares issued by 0.25. In addition, 105,275 warrants were issued in satisfaction of a sponsor purchase commitment amount by Frost Gamma Investments Trust in connection with the business combination. The number of warrants issued was determined by multiplying the number of ordinary shares purchased during the sponsor purchase commitment period by 0.25. |
(6) | The warrants are immediately exercisable. |
(7) | The warrants will expire at 5:00pm New York City time, on November 19, 2011 or earlier upon redemption. |