|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) | $ 7.5 | 10/31/2007 | J(1) | 677,600 | (3) | (4) | Common Stock, par value $.001 per share | 677,600 (1) | $ 0 | 9,653,412 | I | Warrants Held By SP Acq LLC (2) | |||
| Warrant (right to buy) | $ 7.5 | (3) | (4) | Common Stock, par value $.001 per share | 668,988 | 668,988 | I | Warrants Held By Steel Partners II, L.P | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LICHTENSTEIN WARREN G C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR |
X | X | Chairman, President and CEO | |
| SP Acq LLC 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY 10022 |
X | |||
| By: /s/ Lauren Isenman as Attorney in Fact for Warren G. Lichtenstein | 11/01/2007 | |
| **Signature of Reporting Person | Date | |
| By: SP Acq LLC, By: /s/ Lauren Isenman as Attorney in Fact for Warren G. Lichtenstein, Managing Member | 11/01/2007 | |
| **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) | Pursuant to an adjustment agreement entered into prior to the consummation of the initial public offering, the number of securities held by Steel Partners II, L.P. have been adjusted based upon the partial exercise of the underwriters' overallotment option and accordingly SP Acq LLC forfeited the securities back to the Company. |
| (2) | This Form 4 is filed jointly by Warren G. Lichtenstein and SP Acq LLC ("SP Acq"). Mr. Lichtenstein is deemed to be a 10% owner of the Issuer and SP Acq is a 10% owner of the Issuer. The securities reported in this Form 4 are owned directly by SP Acq, and owned indirectly by Mr. Lichtenstein by virtue of his position as managing member of SP Acq. Mr. Lichtenstein disclaims beneficial ownership of the shares owned by SP Acq except to the extent of his pecuniary interest therein. |
| (3) | The warrants will become exercisable after the consummation of an initial business combination if and when the last sales price of the common stock exceeds $14.25 per share for any 20 trading days within a 30 trading day period beginning 90 days after such business combination. |
| (4) | The warrants will expire at 5:00 p.m., New York time, on October 10, 2012 or earlier upon redemption or liquidation of the trust account. |