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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 | ||||||||
Founder Warrants (1) (2) | $ 7.5 | 03/05/2008 | D | 2,271,600 | (4) | (4) | Common Stock, Par Value $0.001 Per Share | 2,271,600 | (1) (2) | 15,144,000 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lazard Ltd 30 ROCKEFELLER PLAZA NEW YORK, NY 10020 |
X | X | ||
Lazard Group LLC 30 ROCKEFELLER PLAZA NEW YORK, NY 10020 |
X | |||
Lazard Funding LTD LLC C/O SAPPHIRE INDUSTRIALS CORP. 30 ROCKEFELLER PLAZA, 62ND FLOOR NEW YORK, NY 10020 |
X |
/s/ Michael J. Castellano, Chief Financial Officer for Lazard Ltd | 03/05/2008 | |
**Signature of Reporting Person | Date | |
/s/ Michael J. Castellano, Chief Financial Officer for Lazard Group LLC | 01/24/2008 | |
**Signature of Reporting Person | Date | |
/s/ Michael J. Castellano, Chief Financial Officer for Lazard Funding Limited LLC | 01/24/2008 | |
**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) | As reported on the Reporting Person's Form 3 filed on January 17, 2008, the Reporting Person owned 17,415,600 founder units ("Founder Units") of Sapphire Industrials Corp (the "Issuer"), each consisting of one share of common stock, par value $0.001 per share ("Common Stock") and one warrant ("Founder Warrants"). Each Founder Warrant entitles the holder to purchase one share of Common Stock for $7.50 per share. The 2,271,600 shares of Common Stock and the 2,271,600 Founder Warrants reported on this Form 4 comprise 2,271,600 Founder Units that were redeemed by the Issuer at $0.00625 per unit pursuant to the terms of the Initial Unit Subscription Agreement between the Reporting Person and the Issuer, dated as of October 2, 2007. |
(2) | The Reporting Person also owns 5,000,000 shares of Common Stock and 5,000,000 warrants ("Public Warrants") purchased as part of units in the Issuer's initial public offering on January 24, 2008, as disclosed in the Reporting Person's Form 4 filed on January 24, 2008. Each Public Warrant entitles the holder to purchase one share of Common Stock for $7.00 per share. |
(3) | These securities are owned by Lazard Funding Limited LLC, whose sole member is Lazard Group LLC. Lazard Ltd controls, directly or indirectly, Lazard Group LLC. Lazard Ltd and Lazard Group LLC are indirect beneficial owners of the reported securities. |
(4) | The Founder Warrants (i) will become exercisable after the consummation of an initial business combination if and when the last sales price of the Common Stock exceeds $13.50 per share for any 20 trading days within any 30-trading day period beginning 90 days following the initial business combination, (ii) will not be redeemable by the Issuer as long as they are held by Lazard Funding Limited LLC or the Issuer's directors, or their permitted transferees, and (iii) will not expire until the fifth anniversary of the date of the registration statement relating to the initial public offering of the Issuer's securities. |
Remarks: Lazard Ltd, a joint filer hereunder, controls, directly or indirectly, Lazard Group LLC. Lazard Group LLC is the sole member of Lazard Funding Limited LLC. Lazard Funding Limited LLC beneficially owns the 20,144,000 shares of Common Stock described in Table 1 hereof and the 15,144,000 Founder Warrants described in Table 2 hereof. Lazard Ltd and Lazard Group LLC are indirect beneficial owners of the reported securities. |