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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 | ||||||||
Warrant | $ 3.2 | 09/19/2008 | P | 225,000 (1) | 09/19/2008 | 09/19/2014 | Common Stock | 225,000 (1) | (2) | 225,000 (1) | I | See Footnote (3) | |||
Convertible Debenture | $ 3 | 09/19/2008 | P | 333,333 (4) | 09/19/2008 | 11/19/2011 | Common Stock | 333,333 (4) | (2) | 333,333 (4) | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCFALL THOMAS A C/O GULFSTREAM INTERNATIONAL GROUP, INC. 3201 GRIFFIN ROAD, 4TH FLOOR FORT LAUDERDALE, FL 33312 |
X |
/s/ Robert M. Brown, Attorney-in-Fact | 09/23/2008 | |
**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) | Upon conversion in full of the convertible debenture, the number of shares issueable under the warrant would decrease by 58,333. |
(2) | Gulfstream Funding, LLC purchased the convertible debenture and the warrant for $1,000,000. |
(3) | The convertible debenture and the warrant are owned by Gulfstream Funding, LLC, of which Ledgemaze Realty Trust (the "Trust") holds a 10% interest. Thomas McFall's wife and children are the beneficiary of the Trust. Mr. McFall disclaims beneficial ownership of the convertible debenture and the warrant held by Gulfstream Funding, LLC. |
(4) | The debenture is convertible into the number of shares obtained by dividing the aggregate principal amount of, and accrued interest on, the debenture by $3.00. |