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, 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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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
GLOBAL CROSSING LTD [ GLBC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
08/27/2007 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 SHARES | 08/27/2007 | C ( 1 ) | 7,772,855 ( 1 ) | A | ( 1 ) | 20,556,000 ( 1 ) | D ( 3 ) | |||
COMMON SHARES | 08/27/2007 | X ( 1 ) | 8,806,431 ( 1 ) | A | $0.01 ( 2 ) | 29,362,431 ( 1 ) | D ( 3 ) |
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 | ||||||||
4.7% SENIOR SECURED MANDATORY CONVERTIBLE NOTES | $18.6 | 08/27/2007 | C ( 1 ) | $250,000,000 | ( 1 ) | ( 1 ) | COMMON SHARES and WARRANTS ( 1 ) | ( 1 ) | ( 1 ) | 0 ( 1 ) | D ( 3 ) | ||||
WARRANTS | $0.01 | 08/27/2007 | C ( 1 ) | 8,806,431 ( 1 ) | 08/27/2007 | 08/27/2017 | COMMON SHARES | 8,806,431 | ( 1 ) | 8,806,431 ( 1 ) | D ( 3 ) | ||||
WARRANTS | $0.01 | 08/27/2007 | X ( 1 ) | 8,806,431 ( 1 ) | 08/27/2007 ( 1 ) | 08/27/2017 ( 1 ) | COMMON SHARES | 8,806,431 | ( 1 ) | 0 ( 1 ) | D ( 3 ) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On August 27, 2007, upon conversion of the 4.7% Senior Secured Mandatory Convertible Notes held by STT Crossing Ltd ("STT Crossing") pursuant to the recapitalization agreement dated May 9, 2007, as amended on June 1, 2007 between Global Crossing Limited ("Global Crossing") and STT Crossing, Global Crossing (i) delivered to STT Crossing 7,772,855 common shares and (ii) entered into the following agreements: a) a warrant agreement (the "Warrant Agreement") pursuant to which Global Crossing issued the 8,806,431 warrants exercisable into 8,806,431 common shares (the "Warrants") to STT Crossing and delivered a warrant certificate for the Warrants and b) an amendment to the registration rights agreement (the "Amendment No. 3 to the Registration Rights Agreement"). On August 27, 2007, STT Crossing exercised such Warrants pursuant to which Global Crossing delivered 8,806,431 common shares to STT Crossing. |
2. The Warrants were issued to STT Crossing on August 27, 2007. The Warrants may be exercised at an exercise price of $0.01 per share into 8,806,431 common shares of Global Crossing, subject to certain adjustments as set forth in the Warrant Agreement governing the Warrants. |
3. Temasek Holdings (Private) Limited is the parent of Singapore Technologies Telemedia Pte Ltd, which is the direct parent of STT Communications Ltd, which is the parent of STT Crossing, the designated filer. Because of the foregoing relationships, the direct and indirect parents of STT Crossing may be deemed to indirectly own the reported securities directly owned by STT Crossing. Temasek disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
/s/ STEPHEN GEOFFREY MILLER, Director, STT CROSSING LTD | 08/28/2007 | |
/s/ CHIA YUE JOO, Managing Director, Legal & Regulations, TEMASEK HOLDINGS (PRIVATE) LIMITED | 08/28/2007 | |
/s/ CHAN JEN KEET, Company Secretary, SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD | 08/28/2007 | |
/s/ CHAN JEN KEET, Company Secretary, STT COMMUNICATIONS LTD | 08/28/2007 | |
** 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. |