| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aerobic Creations, Inc. [ ARBC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/08/2006 | A | 1,440,742.73(1) | A | (2) | 1,440,742.73 | D | |||
| Common Stock | 11/08/2006 | A | 28,065.4(1) | A | (3) | 1,468,808.13 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (right to buy) | $0.89 | 11/08/2006 | A | 21,049.05(1) | 11/08/2006 | 11/08/2011 | Common Stock | 21,049.05 | (3) | 21,049.05 | D | ||||
| Incentive Stock Options (right to buy) | $0.89 | 11/08/2006 | A | 853,188.05(1) | (4) | 11/08/2011 | Common Stock | 853,188.05 | $0.89 | 853,188.05 | D | ||||
| Stock Appreciation Right | $0.89 | 11/08/2006 | A | 639,891.04(1) | (5) | 11/08/2011 | Common Stock | 639,891.04 | $0.89 | 639,891.04 | D | ||||
| Explanation of Responses: |
| 1. The board of directors and stockholders of the issuer have approved a one for 11.2261585365 reverse stock split of the issuer's shares of common stock. This stock split is expected to take effect once the issuer has complied with the regulations of Rule 14(c) of the Securities Exchange Act of 1934, as amended. The number of shares reported on this Form 4 are based on pre-split numbers of the issuer's shares of common stock. |
| 2. See remarks. |
| 3. The reported securities are included within 25 of the issuer's Units purchased by the reporting person for $1,000.00 per Unit. Each Unit consists of 1,122.62 shares of common stock (prior to giving effect to the reverse stock split), $0.0001 par value per share, and a warrant to acquire 841.96 shares of common stock (prior to giving effect to the reverse stock split) with a per share exercise price of $0.89 per share, subject to adjustment as provided in the warrant. |
| 4. The option shall vest fifty percent (50%) on the one year anniversary of the grant date and one hundred percent (100%) on the second anniversary of the grant date. |
| 5. The stock appreciation right vests fifty percent (50%) on the one year anniversary of the grant date and one hundred percent (100%) on the second anniversary of the grant date. |
| Remarks: |
| (2) The reporting person acquired 28,065.40 shares of issuer common stock pursuant to Maritime Logistics US Holdings Inc.'s ("Maritime") merger into the issuer. The merger agreement, which was entered into on November 8, 2006, provided that each share of common stock of Maritime be converted into 16.289115 shares of common stock of the issuer. The value of the issuer's common stock in connection with the merger is $0.89 per share (prior to giving effect to the reverse stock split). The issuer's Board of Directors has made a good faith determination that this is the fair market value of the issuer's shares of common stock based, in part, on the fact that the issuer, in an offering which was consummated immediately following the merger, sold units consisting of 1,122.62 shares of common stock (prior to giving effect to the reverse stock split) and warrants to acquire 841.96 shares of common stock (prior to giving effect to the reverse stock split) for $1,000 per Unit and that the per share exercise price for the warrants was set at $0.89. |
| /s/ Peter Klaver | 11/10/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||