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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 | ||||||||
7.5% Series C Redeemable Convertible Preferred Stock | $ 19.5 | 02/26/2007 | D | 76,502 (8) | (10) | (11) | Common Stock | 98,079 (8) | (8) | 0 | D | ||||
7.5% Series C Redeemable Convertible Preferred Stock | $ 19.5 | 02/26/2007 | D | 671,781 (2) (8) | (10) | (11) | Common Stock | 861,257 (2) (8) | (8) | 0 | I | See footnote (2) | |||
7.5% Series C Redeemable Convertible Preferred Stock | $ 19.5 | 02/26/2007 | D | 440 (3) (8) | (10) | (11) | Common Stock | 564 (3) (8) | (8) | 0 | I | See footnote (3) | |||
7.5% Series C Redeemable Convertible Preferred Stock | $ 19.5 | 02/26/2007 | D | 2,950 (4) (8) | (10) | (11) | Common Stock | 3,782 (4) (8) | (8) | 0 | I | See footnote (4) | |||
7.5% Series C Redeemable Convertible Preferred Stock | $ 19.5 | 02/26/2007 | D | 1,340 (5) (8) | (10) | (11) | Common Stock | 1,718 (5) (8) | (8) | 0 | I | See footnote (5) | |||
7.5% Series C Redeemable Convertible Preferred Stock | $ 19.5 | 02/26/2007 | D | 72,440 (7) (8) | (10) | (11) | Common Stock | 92,872 (7) (8) | (8) | 0 | I | See footnote (7) | |||
Series A Cumulative Convertible Preferred Stock | $ 26.64 | 02/26/2007 | D | 148 (3) (9) | (10) | (11) | Common Stock | 139 (3) | $ 25 (9) | 0 | I | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SENEFF JAMES M JR 450 SOUTH ORANGE AVENUE ORLANDO, FL 32801 |
X |
/s/ James M. Seneff, Jr | 02/26/2007 | |
**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) | These shares were disposed of pursuant to a merger agreement among issuer, CNL APF Partners, LP, General Electric Capital Corporation, FF-TSY Holding Company, Inc., TSY-FF Acquisition Company, Inc. ("Merger Sub") and Franchise-TSY Acquisition, LLC (the "Merger Agreement"). In connection with the closing of the merger, each common share was cancelled in exchange for the right to receive $17.05 in cash. |
(2) | Owned indirectly through CNL Financial Group, Inc., a Florida corporation and wholly owned subsidiary of CNL Holdings, Inc., a Florida corporation. The reporting person and his wife own 100% of the stock of CNL Holdings, Inc. |
(3) | Owned indirectly through the reporting person's 49.5% ownership interest in J&R Investments, Inc., which is the General Partner of J&R Investments of Orlando, Ltd. J&R Investments of Orlando, Ltd. directly owns these shares. |
(4) | Owned indirectly through the James M. Seneff, Jr. Irrevocable Trust #1, which owns the shares directly. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
(5) | Held by the Estate of James Monroe Seneff, Sr., of which Mr. Seneff is executor. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
(6) | Owned indirectly through CNL Charitable Foundation, Inc., a charitable organization, which owns the shares directly. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
(7) | Owned indirectly through Seneff Family Foundation, Inc., a charitable organization, which owns the shares directly. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
(8) | The reported disposition reflects shares disposed of pursuant to the Merger Agreement each in exchange for one share of 7.5% Series C Redeemable Convertible Preferred Stock of Merger Sub (which has a liquidation value of $25.00 per share) on the effective date of the merger. |
(9) | These shares were disposed of pursuant to the Merger Agreement. In connection with the closing of the merger, each Series A preferred share was cancelled in exchange for the right to receive $25.00 in cash. |
(10) | Exercisable immediately. |
(11) | None. |