- Initial Statement of Beneficial Ownership (3)
21 Janeiro 2010 - 11:27PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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February 28, 2011
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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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1. Name and Address of Reporting Person
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Taylor Russell Clyde
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/21/2010
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3. Issuer Name
and
Ticker or Trading Symbol
Cellu Tissue Holdings, Inc. [CLU]
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(Last)
(First)
(Middle)
1855 LOCKEWAY DRIVE, SUITE 501
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
President, CEO /
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(Street)
ALPHARETTA, GA 30004
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
(1)
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(1)
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(1)
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Common Stock
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15084
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(1)
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D
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Series A Preferred Stock
(1)
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(1)
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(1)
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Common Stock
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618472
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(1)
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I
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By Trust
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Series A Preferred Stock
(1)
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(1)
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(1)
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Common Stock
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602612
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(1)
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I
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By LLC
(6)
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Series B Preferred Stock
(2)
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(2)
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(2)
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Common Stock
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94455
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(2)
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I
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By LLC
(6)
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Common Stock
(3)
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(3)
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(3)
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Common Stock
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631927
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(3)
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I
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By LLC
(6)
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Employee Stock Option
(4)
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(5)
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4/13/2019
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Common Stock
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96010
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$5.28
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D
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Explanation of Responses:
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(
1)
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Represents shares of Series A Preferred Stock of Cellu Parent Corporation which is convertible into Issuer Common Stock upon the closing of the Issuer's initial public offering. Cellu Parent Corporation will be merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010.
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(
2)
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Represents shares of Series B Preferred Stock of Cellu Parent Corporation which is convertible into Issuer Common Stock upon the closing of the Issuer's initial public offering. Cellu Parent Corporation will be merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010.
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(
3)
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Reporting person was granted these shares of Restricted Stock in Cellu Parent Corporation on June 12, 2006, of which 75% has vested. Pursuant to the terms of the reorganization transactions that will be consummated in connection with the Issuer's initial public offering and upon the closing of the Issuer's initial public offering, as described in the Issuer's Form S-1 Registration Statement dated January 21, 2010, the Cellu Parent Corporation Common Stock will be exchanged for fully vested shares of Issuer Common Stock.
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(
4)
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Reporting person holds an option to purchase shares of Common Stock in Cellu Parent Corporation. Pursuant to the terms of the reorganization transactions that will be consummated in connection with the Issuer's initial public offering, as described in the Issuer's Form S-1 Registration Statement dated January 21, 2010, the Cellu Parent Corporation options will be exchanged for options to purchase Issuer Common Stock.
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(
5)
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Upon the closing of the Issuer's initial public offering and on the date of the exchange, options to purchase 31,175 shares will be fully vested and options for the remaining shares will vest as to 33.33% of the shares each year beginning on the first anniversary date of the closing of the Issuer's initial public offering.
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(
6)
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Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Taylor Russell Clyde
1855 LOCKEWAY DRIVE
SUITE 501
ALPHARETTA, GA 30004
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X
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President, CEO
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Signatures
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/s/ W. Edwin Litton, Power of Attorney
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1/21/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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