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IRIG Integrated Drilling Equipment Holdings Corporation (CE)

0.000001
0.00 (0.00%)
22 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Integrated Drilling Equipment Holdings Corporation (CE) USOTC:IRIG OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.000001 0.00 01:00:00

Statement of Changes in Beneficial Ownership (4)

15/04/2014 10:04pm

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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dion Michael
2. Issuer Name and Ticker or Trading Symbol

Integrated Drilling Equipment Holdings Corp [ IRIG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO
(Last)          (First)          (Middle)

142 WEST 57TH, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2012
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/31/2013     J (1)    173924   (2) A $0   173924   D    
Common Stock   5/31/2013     J (3)    46380   (4) A $0   46380   I   By Dion Family 2011 Trust   (5)
Common Stock                  154425   (6) I   By NMD Retirement LLC  
Common Stock                  180780   I   See Footnote   (7)
Common Stock                  48208   (8) I   See Footnote   (9)
Series A preferred stock, par value $0.0001   12/14/2012     J (10)    4140   A $0   4140   I   See Footnote   (11)
Series A preferred stock, par value $0.0001   12/14/2012     J (10)    1116   A $0   1116   I   See Footnote   (12)
Series B preferred stock, par value $0.0001   11/14/2013     J (13)    829   A $0   829   I   See Footnote   (11)
Series B preferred stock, par value $0.0001   11/14/2013     J (13)    222   A $0   222   I   See Footnote   (12)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to purchase Common Stock   $11.50   2/25/2013     J   (14)       104368    1/13/2013   12/14/2017   (15) Common Stock   104368   $0   (16) 0   I   See Footnote   (17)
Warrants to purchase Common Stock   $11.50   2/25/2013     J   (14)       10420   (18)   1/13/2013   12/14/2017   (15) Common Stock   10420   $0   (16) 0   I   See Footnote   (19)

Explanation of Responses:
( 1)  Pro rata distribution from Empeiria Investors LLC, of which the reporting person is a member.
( 2)  On February 25, 2013, pursuant to the Placement Warrant Exchange Agreement, the Issuer issued 39,000 shares of Common Stock (the "Exchange Shares") to Empeiria Investors LLC in exchange for the cancellation of 390,000 warrants to purchase the Issuer's Common Stock (the "Exchange"). The reported number includes 10,437 shares of Common Stock attributable to the Exchange Shares.
( 3)  Pro rata distribution from Empeiria Investors LLC, of which the Dion Family 2011 Trust is a member.
( 4)  The reported number includes 1,042 shares of Common Stock attributable to the Exchange Shares.
( 5)  These shares are held in trust for the benefit of the Report Person's children. The Reporting Person's brother is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
( 6)  These shares were previously reported as directly owned. Reflects the forfeiture of 21,750 shares of Common Stock as a result of the underwriters in the Issuer's initial public offering not exercising their over-allotment option in full.
( 7)  Reporting Person indirectly owns the shares of Common Stock reported herein through his membership interest in Empeiria Investors LLC. The aggregate number of shares of Common Stock beneficially owned reflects (i) changes in the Reporting Person's proportionate interest in Empeiria Investors LLC resulting from additional investments in, and the admission of new members, to Empeiria Investors LLC and (ii) the pro rata distribution from Empeiria Investors LLC discussed in footnote (1).
( 8)  The aggregate number of shares of Common Stock beneficially owned reflects (i) changes in the Dion Family 2011 Trust's proportionate interest in Empeiria Investors LLC resulting from additional investments in, and the admission of new members, to Empeiria Investors LLC and (ii) the pro rata distribution from Empeiria Investors LLC discussed in footnote (3).
( 9)  Reporting Person indirectly owns the shares of Common Stock reported herein through the Dion Family 2011 Trust's membership interest in Empeiria Investors LLC. The trust is for the benefit of the Report Person's children. The Reporting Person's brother is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
( 10)  On December 14, 2012, Empeiria Investors LLC entered into a Stock Purchase Agreement with the Issuer and purchased shares of Series A preferred stock of the Issuer.
( 11)  Reporting Person indirectly owns the shares of preferred stock reported herein through his membership interest in Empeiria Investors LLC.
( 12)  Reporting Person indirectly owns the shares of preferred stock reported herein through the Dion Family 2011 Trust's membership interest in Empeiria Investors LLC. The trust is for the benefit of the Report Person's children. The Reporting Person's brother is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
( 13)  On November 14, 2013, Empeiria Investors LLC entered into a Stock Purchase Agreement with the Issuer and purchased shares of Series B preferred stock of the Issuer.
( 14)  On February 25, 2013, pursuant to the Placement Warrant Exchange Agreement, the Issuer issued 39,000 shares of Common Stock to Empeiria Investors LLC in exchange for the cancellation of 390,000 warrants to purchase the Issuer's Common Stock.
( 15)  The Warrants became exercisable 30 days after the completion of Empeiria Acquisition Corp.'s merger with Integrated Drilling Equipment Company Holdings Inc. (the "Merger") and, absent the Exchange, would have expired on December 14, 2017, five years after the completion of the Merger.
( 16)  On June 15, 2011, Empeiria Investors LLC purchased 390,000 units (the "Placement Units") from the Issuer for $10.00 per unit for a total of $3.9 million. Each Placement Unit consisted of one share of Common Stock and one Warrant to purchase one share of Common Stock at $11.50 per share. There was no allocation of the purchase price between the Common Stock and the Warrant.
( 17)  Reporting Person indirectly owns the Warrants reported herein through his membership interest in Empeiria Investors LLC. The number of Warrants disposed of reflects changes in the Reporting Person's proportionate interest in Empeiria Investors LLC resulting from additional investments in Empeiria Investors LLC.
( 18)  These Warrants were previously reported as indirectly owned by the Reporting Person through his membership interest in Empeiria Investors LLC.
( 19)  Reporting Person indirectly owns the Warrants reported herein through the Dion Family 2011 Trust's membership interest in Empeiria Investors LLC. The trust is for the benefit of the Report Person's children. The Reporting Person's brother is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. The number of Warrants disposed of reflects changes in the Dion Family 2011 Trust's proportionate interest in Empeiria Investors LLC resulting from additional investments in Empeiria Investors LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dion Michael
142 WEST 57TH, 12TH FLOOR
NEW YORK, NY 10019


CFO

Signatures
/s/ N Michael Dion 4/15/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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