- Statement of Changes in Beneficial Ownership (4)
July 22 2011 - 4:14PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
IRELAND GEORGE R
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2. Issuer Name
and
Ticker or Trading Symbol
Blue Wolf Mongolia Holdings Corp.
[
MNGL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BLUE WOLF MONGOLIA HOLDINGS CORP., TWO SOUND VIEW DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/20/2011
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(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares, no par value
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7/20/2011
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P
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350000
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A
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(3)
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875000
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I
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See Footnote
(1)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Warrants
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$12.00
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7/20/2011
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P
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350000
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(2)
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(2)
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Ordinary Shares
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350000
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(3)
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875000
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I
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See Footnote
(1)
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Explanation of Responses:
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(
1)
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350,000 of the Ordinary Shares and 350,000 of the Warrants are held directly by Geologic Resource Partners, LLC ("Geologic")
through its private investment vehicles. Such securities were purchased as Units issued by the registrant in its initial
public offering at $10.00 per unit. The balance of the securities are held directly by Blue Wolf MHC Ltd., the registrant's
sponsor, of which Geologic is a shareholder. Mr. Ireland is the Chief Executive Officer of Geologic. Each of Geologic and
Mr. Ireland disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest
therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for
purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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(
2)
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The Warrants will become exercisable on the later of 30 days after the completion of the registrant's business combination or
July 20, 2011 and will expire five years after the completion of its business combination or earlier upon redemption or
liquidation, as described in its IPO prospectus.
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(
3)
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The Ordinary Shares and Warrants that were purchased and disclosed in this Form 4 filing were purchased as part of Units.
Each Unit was comprised of one Ordinary Share and one Warrant. The offering price for the Units was $10.00 per unit.
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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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IRELAND GEORGE R
C/O BLUE WOLF MONGOLIA HOLDINGS CORP.
TWO SOUND VIEW DRIVE
GREENWICH, CT 06830
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X
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Signatures
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/s/ George Ireland
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7/22/2011
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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 4(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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