per last 10k, although I think AQR just sold to 'someone'->
"
FWAC Holdings Limited (2)
573,875
20.00%
FWAC Sponsor Limited (2)
513,222
17.89%
Nagina Engineering Investment Corp. (2), (3)
58,507
2.04%
Raj K. Gupta (2), (3)
2,925
0.10%
Shri Krishan Gupta (2), (3)
198,771
6.93%
Jeffrey A. Valenty (2)
134,464
4.69%
Gilbert H. Lamphere (2), (4)
227,062
7.91%
AQR Capital Management, LLC (5)
269,325
9.39%
Polar Securities Inc.(6)
268,800
9.37%
"
"
(1) Unless otherwise indicated, the business address of each of the stockholders is c/o FlatWorld Capital LLC, Palm Grove House, Road Town, Tortola, VG1110, British Virgin Islands.
(2) The sole shareholder of FWAC Holdings Limited owning in excess of 5% of our ordinary shares outstanding is FWAC Sponsor Limited. The shareholders of FWAC Sponsor Limited are Nagina Engineering Investment Corp. (owned by Mr. Gupta and Mr. S.K. Gupta, see footnote 3, below), Mr. S.K. Gupta, Jeffrey A. Valenty (including interests held through Fortuna Capital Partners LP, a limited partnership 100% owned and controlled by Mr. Valenty), and Gilbert H. Lamphere (who holds his interests through Gilbert H. Lamphere TD AMERITRADE Custodian Traditional IRA). As a result, FWAC Sponsor Limited, Nagina Engineering Investment Corp., and Messrs. S.K. Gupta, Gupta, Valenty, Lamphere, may be deemed to be beneficial owners of shares owned by FWAC Holdings Limited. The shares in the table above for holders of FWAC Holdings Limited represent their indirect ownership in us. Each of Nagina Engineering Investment Corp., and our officers, directors, advisors and their respective affiliates disclaim beneficial ownership of any shares in which he or it does not have a pecuniary interest.
(3) Mr. S.K. Gupta holds a 95% ownership interest in Nagina (representing an indirect ownership of 55,582 ordinary shares (1.94%) in us) and Mr. Gupta holds a 5% ownership interest in Nagina (representing an indirect ownership of 2,925 ordinary shares (0.10%) in us). Each of Mr. Gupta and Mr. S.K. Gupta have dispositive and voting control over their own securities and disclaim beneficial ownership of any shares in Nagina in which such individual does not have a pecuniary interest. Additionally, through his individual interest in FWAC Sponsor Limited, Mr. S.K. Gupta beneficially owns 143,189 ordinary shares (4.99%) in us.
(4) Mr. Lamphere is the beneficial owner of 227,062 ordinary shares (or 7.91%) in us, which includes 177,062 ordinary shares (or 6.17%) in us through his interests in Gilbert H. Lamphere TD AMERITRADE Custodian Traditional IRA, as well as 50,000 ordinary shares (or 1.74%) in us owned directly which were purchased under the Directed Unit Program of our initial public offering. Mr. Lamphere has sole voting and dispositive power with respect to all 227,062 ordinary shares. Mr. Lamphere disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
(5) Based on information contained in Schedule 13G filed by AQR Capital Management, LLC on February 7, 2014, AQR Capital Management, LLC serves as the investment manager to the AQR Diversified Arbitrage Fund, an open-end registered investment company which directly owns the 269,325 shares reported in that Schedule 13D. AQR Capital Management, LLC has shared voting and dispositive power with respect to 269,325 ordinary shares. The address of such reporting person is Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.
(6) Based on information contained in Schedule 13G filed by the following persons on February 14, 2014, Polar Securities Inc. (“Polar Securities”), a company incorporated under the laws on Ontario, Canada, serves as the investment manager to North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, and a number of discretionary accounts with respect to which it has voting and dispositive authority over the ordinary shares reported in that Schedule 13G. Polar Securities and North Pole have shared voting and dispositive power with respect to 268,800 ordinary shares. The address of all such reporting persons are is 372 Bay Street, 21st floor, Toronto, Ontario M5H 2W9, Canada.
(7) The percentages have been rounded to the hundredth decimal place.
"
AI
