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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 3% Convertible Note due 2014 | $ 1.1 | 12/05/2011 | D | 961,284 | 09/20/2010 | 07/30/2014 | Common Stock | 961,284 | $ 1,100,025 (1) | 0 | I (2) | See footnote (2) | |||
| 7.0% Secured Subordinated Convertible Note due 2015 | $ 0.7 | 12/05/2011 | A | 2,428,571 | 12/05/2011 | 12/04/2015 | Common Stock | 2,428,571 | $ 1,700,000 (1) | 2,428,571 | I (2) | See footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BAUMEL WILLIAM R C/O RWI VENTURES II, L.P. 900 E. HAMILTON AVENUE, SUITE 100 CAMPBELL, CA 95008 |
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| /s/ William R. Baumel | 12/07/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On December 5, 2011, RWI Ventures II, L.P. ("RWI") entered into a Securities Purchase Agreement and Note Prepayment Agreement with the Issuer. Under these agreements, the Issuer cancelled the 3% Convertible Notes held by RWI with an outstanding balance of principal and interest of approximately $1,100,025.75, RWI invested new cash of $599,974.25, and the Issuer issued to RWI a new 7.0% Secured Subordinated Convertible Note due December 4, 2015, convertible at $0.70 per share, with an initial principal balance of $1,700,000. Pursuant to action taken by the Board of Directors of the Issuer, the disposition of the 3% Convertible Notes was exempt under Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(e) of the SEC, and the acquisition of the 7.0% Secured Subordinated Convertible Note was exempt under Section 16(b) pursuant to Rule 16b-3(d)(1). |
| (2) | The reported securities are owned directly by RWI, and indirectly by RWI Ventures II Management LLC, as general partner of RWI, and William R. Baumel, as a managing member of RWI Ventures II Management LLC. RWI Ventures II Management LLC and Mr. Baumel disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. |