1
David
Smilow controls 62.5% of the outstanding stock of Jefferson National Financial
Corp. (“JNF”), the parent company of Jefferson National Life Insurance Company,
through the voting power of JNF Holding Company, Inc., a 32.16% owner of JNF and
an entity controlled by David Smilow, Inviva, LLC, a 16.71% owner of JNF and an
entity controlled by David Smilow, and Inviva, Inc., a 10.72% owner of JNF and
an entity controlled by David Smilow.
CUSIP NO.:
G6830P100
This
Amendment No. 1 (“Amendment No. 1”) relates to the Schedule 13D filed with the
Securities and Exchange Commission on January 15, 2010 (the “Original
Statement”), relating to the Ordinary Shares, $0.0001 par value per share (the
“Ordinary Shares”) of Overture Acquisition Corp. (the “Company”). The
principal executive offices of the Company are located at Maples Corporate
Services Limited, Ugland House, Grand Cayman KY1-1104, Cayman
Islands.
This
Amendment No. 1 amends Items 3, 4, and 5 of the Schedule 13D as specifically set
forth.
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
Item 3 is
hereby amended and supplemented as follows:
On
January 20, 2010, JNL purchased 900,000 Ordinary Shares of the Company on the
open market using working capital of JNL at the price of $10.04 per
share.
|
Item
4.
|
Purpose
of Transaction.
|
Item 4 is
hereby amended and supplemented as follows:
It is
anticipated that all such shares of the Company purchased by JNL will be voted
in favor of the Transaction at the extraordinary general meeting of the
Company’s shareholders which was adjourned to January 29,
2010.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Item 5 is hereby amended and restated
to read as follows:
(a) As of the date hereof, the Filing
Persons beneficially own, in the aggregate, 2,674,800 Ordinary Shares of the
Company, representing approximately 14.26% of the Company’s Outstanding Shares
(based up on 18,750,000 shares stated by the Company to be outstanding as of
November 9, 2009 in the Company’s quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on November 11, 2009).
(b) JNL beneficially and directly
owns 2,674,800 Ordinary Shares of the Company and has sole voting power and sole
dispositive power with regard to such shares, except to the extent that the
other Filing Persons as described below may be deemed to have shared voting
power and shared dispositive power with regard to such shares.
JNF and David Smilow, by virtue of
their relationships to JNL (discussed in Item 2), may be deemed to have shared
voting power and shared dispositive power with regard to, and therefore may be
deemed to beneficially own, the Ordinary Shares that JNL directly and
beneficially owns.
CUSIP NO.:
G6830P100
(c) Except
for the transactions described in the Original Statement and in this Amendment
No. 1, there have been no other transactions in the class of securities that
were effected during the past sixty days by the Filing Persons.
(d) Except for the Filing
Persons, no person is known by the Filing Persons to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Ordinary Shares beneficially owned by the Filing
Persons.
(e) Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
|
|
JEFFERSON
NATIONAL LIFE INSURANCE COMPANY
|
|
|
|
|
|
|
|
|
By:
|
/s/
Mitchell Caplan
|
|
|
|
|
Name: Mitchell
Caplan
|
|
|
|
|
Title:
CEO
|
|
|
|
|
|
|
|
|
JEFFERSON
NATIONAL FINANCIAL CORP.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Mitchell Caplan
|
|
|
|
|
Name: Mitchell
Caplan
|
|
|
|
|
Title:
CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
David Smilow
|
|
|
|
DAVID
SMILOW
|
|
|
|
|
|
|
|
|
Dated: January
28, 2010