Sec Form 4 Filing - WATSON E J @ Cullen Agricultural Holding Corp - 2015-05-07

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
WATSON E J
2. Issuer Name and Ticker or Trading Symbol
Cullen Agricultural Holding Corp [ CAGZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
LEVEL 9, 68 SHORTLAND STREET, P.O. BOX 91269
3. Date of Earliest Transaction (MM/DD/YY)
05/07/2015
(Street)
AUKLAND, Q2
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/07/2015 P 40,000 A $ 0.4254 11,246,148 I By Cullen Inc. Holdings Ltd. ( 1 )
Common Stock 05/08/2015 P 30,000 A $ 0.54 ( 2 ) 11,276,148 I By Cullen Inc. Holdings Ltd. ( 1 )
Common Stock 05/11/2015 P 14,000 A $ 0.5 11,296,148 I By Cullen Inc. Holdings Ltd. ( 1 )
Common Stock 05/12/2015 P 12,500 A $ 0.5286 ( 3 ) 11,302,648 I By Cullen Inc. Holdings Ltd. ( 1 )
Common Stock 05/13/2015 S( 4 ) 1,000 D $ 0.7 11,301,648 I By Cullen Inc. Holdings Ltd. ( 1 )
Common Stock 05/13/2015 P 5,000 A $ 0.55 11,306,648 I By Cullen Inc. Holdings Ltd. ( 1 )
Common Stock 05/20/2015 P 1,000 A $ 0.52 11,307,648 I By Cullen Inc. Holdings Ltd. ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WATSON E J
LEVEL 9, 68 SHORTLAND STREET
P.O. BOX 91269
AUKLAND, Q2
X
Signatures
/s/ Eric J. Watson 10/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held by Cullen Inc. Holdings Ltd., an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of these securities, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $.52 to $.55, inclusive. The reporting person undertakes to provide to Cullen Agricultural Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footntoes (2) and (3) to this Form 4.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $.527 to $.53, inclusive.
( 4 )The reporting person's sale of Cullen Agricultural Holding Corp. common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,000 shares, with the reporting person's purchase of 40,000 shares of Cullen Agricultural Holding Corp. at a price of $.4284 per share on May 7, 2015. The reporting person has paid Cullen Agricultural Holding Corp. $156, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

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.