Initial Statement of Beneficial Ownership (3)
June 20 2014 - 4:35PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Consilium Investment Management, LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/11/2014
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3. Issuer Name
and
Ticker or Trading Symbol
Panache Beverage, Inc. [WDKA]
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(Last)
(First)
(Middle)
3101 N. FEDERAL HIGHWAY, SUITE 502
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
FT. LAUDERDALE, FL 33306
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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16629876
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I
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See footnote
(1)
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Common Stock
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120000
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I
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See footnote
(2)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Common Stock Purchase Warrant
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6/21/2013
(3)
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12/21/2017
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Common Stock
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2760000
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$0.50
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I
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See footnote
(4)
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Common Stock Purchase Warrant
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8/14/2013
(5)
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2/14/2018
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Common Stock
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1840000
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$0.50
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I
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See footnote
(4)
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Common Stock Purchase Warrant
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12/11/2014
(6)
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6/11/2017
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Common Stock
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2500000
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$0.15
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I
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See footnote
(7)
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Explanation of Responses:
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(
1)
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Represents shares held of record by CCRF-Panache, LLC. These shares may be deemed to be indirectly beneficially owned by Consilium Investment Management, LLC, investment adviser to CCRF-Panache, LLC.
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(
2)
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Represents shares held of record by Charles T. Cassel III, managing director of Consilium Investment Management, LLC.
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(
3)
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The warrant vests and becomes exercisable in eight equal installments every six months, beginning on June 21, 2013.
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(
4)
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The warrant is owned directly by Consilium Investment Management, LLC. Charles T. Cassel III and Jonathan Binder are the managing directors of Consilium Investment Management, LLC and each has voting and dispositive power over the warrant. Each of Mr. Cassel and Mr. Binder disclaim beneficial ownership of the warrant held by Consilium Investment Management, LLC, except to the extent of their pecuniary interest therein.
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(
5)
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The warrant vests and becomes exercisable in eight equal installments every six months, beginning on August 14, 2013.
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(
6)
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The warrant vests and becomes exercisable in four equal installments every six months, beginning on December 11, 2014.
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(
7)
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The warrant is owned directly by Consilium Investment Partners, LLC. Mr. Cassel and Mr. Binder are the managing directors of Consilium Investment Partners, LLC and each has voting and dispositive power over the warrant. Each of Mr. Cassel and Mr. Binder disclaim beneficial ownership of the warrant held by Consilium Investment Partners, LLC, except to the extent of their pecuniary interest therein.
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Remarks:
Exhibit - Joint Filer Statement
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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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Consilium Investment Management, LLC
3101 N. FEDERAL HIGHWAY
SUITE 502
FT. LAUDERDALE, FL 33306
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X
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CCRF-Panache, LLC
3101 N. FEDERAL HIGHWAY, SUITE 502
FT. LAUDERDALE, FL 33306
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X
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Consilium Investment Partners, LLC
3101 N. FEDERAL HIGHWAY, SUITE 502
FT. LAUDERDALE, FL 33306
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X
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Cassel Charles T. III
3101 N. FEDERAL HIGHWAY, SUITE 502
FT. LAUDERDALE, FL 33306
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X
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Binder Jonathan
3101 N. FEDERAL HIGHWAY, SUITE 502
FT. LAUDERDALE, FL 33306
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X
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Signatures
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/s/ Charles T. Cassel III, as managing director
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6/20/2014
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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 5(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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