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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 | ||||||||
| Convertible Promissory Note (1) | (2) (3) | 10/21/2013 | A | 2,263,595 | (2)(3)(4) | (2)(3) | Common Stock (2) (3) (4) | 2,263,595 | (1) | 21,381,828 | D (1) (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PAR INVESTMENT PARTNERS LP ONE INTERNATIONAL PLACE SUITE 2401 BOSTON, MA 02110 |
X | X | ||
| PAR CAPITAL MANAGEMENT INC ONE INTERNATIONAL PLACE SUITE 2401 BOSTON, MA 02110 |
X | |||
| PAR Group, L.P. ONE INTERNATIONAL PLACE SUITE 2401 BOSTON, MA 02110 |
X | |||
| PAR INVESTMENT PARTNERS, L.P., By: PAR Capital Management, Inc., its General Partner /s/ Steven M. Smith, Chief Operating Officer and General Counsel | 10/23/2013 | |
| **Signature of Reporting Person | Date | |
| PAR GROUP, L.P., By: PAR Capital Management, Inc., its General Partner /s/ Steven M. Smith, Chief Operating Officer and General Counsel | 10/23/2013 | |
| **Signature of Reporting Person | Date | |
| PAR CAPITAL MANAGEMENT, INC. /s/ Steven M. Smith, Chief Operating Officer and General Counsel | 10/23/2013 | |
| **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 Convertible Promissory Note reported herein, which has an aggregate principal amount equal to $19,000,000 (the "Note"), was issued to PAR Investment Partners, L.P. ("PAR") pursuant to the Convertible Note Purchase Agreement (the "Note Purchase Agreement"), dated as of October 21, 2013, by and between the Issuer and PAR, for a purchase price of $19,000,000. PAR Capital Management, Inc. ("PCM"), as the general partner of PAR Group, L.P. ("PAR Group"), which is the general partner of PAR, has investment discretion and voting control over shares held by PAR. Each of PCM and PAR Group disclaims beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, if any, as a result of their direct or indirect ownership interests in PAR and a contingent right on the part of PAR Group to receive a performance-based incentive allocation from PAR. |
| (2) | The principal amount of the Note, together with any accrued but unpaid interest (the "Loan Amount"), is payable in full on the earlier of (a) December 20, 2013 or (b) the occurrence of an "Event of Default" (as defined in the Note) (the "Maturity Date"). If the Maturity Date occurs and no Event of Default has occurred, then the Issuer shall, at its election, on the Maturity Date, either (i) pay to PAR cash in an aggregate amount equal to the Loan Amount as of such Maturity Date or (ii) issue to PAR that number of shares of non-voting common stock of the Issuer ("Non-Voting Shares") as is equal to the quotient obtained by dividing (x) the Loan Amount as of such Maturity Date by (y) a conversion price equal to $8.5593 per share. (Continued in footnote 3) |
| (3) | If the Maturity Date occurs and an Event of Default has occurred, then the Issuer shall, at the election of PAR (by notice delivered to the Issuer), on the Maturity Date, either (A) pay to PAR cash in an aggregate amount equal to the Loan Amount as of such Maturity Date or (B) issue to PAR that number of Non-Voting Shares in an amount calculated in the manner described in the preceding sentence. |
| (4) | Pursuant to an agreement dated October 21, 2013, PAR and the Issuer agreed that all shares of non-voting common stock (not just those underlying the Note) held by PAR will be converted into shares of the Issuer's voting common stock on a share for share basis upon the earlier to occur of (a) the election by a holder of such shares to convert such shares into shares of voting common stock on or after the earlier of (i) May 1, 2014 and (ii) 30 days after the date on which the shares of capital stock of Advanced Inflight Alliance AG, a German stock corporation and the Issuer's majority-owned subsidiary, cease to be listed on the Regulated Market (General Standard) of the Frankfurt Stock Exchange (the "Outside Date"), and (b) the transfer of a holders' Non-Voting Shares to any person that results in PAR no longer being the "beneficial owner" of such shares for purposes of Section 13 of the Exchange Act of 1934. |
| (5) | Edward L. Shapiro is a portfolio manager employed by PCM who serves as the representative of PAR on the Issuer's board of directors. |