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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SONKIN PAUL D 460 PARK AVENUE 12TH FLOOR NEW YORK, NY 10022 |
X | see footnote #1 | ||
HUMMINGBIRD VALUE FUND LP 460 PARK AVENUE, 12TH FL NEW YORK, NY 10022 |
X | see footnote #1 | ||
HUMMINGBIRD MICROCAP VALUE FUND LP 460 PARK AVENUE, 12TH FL NEW YORK, NY 10022 |
X | see footnote #1 | ||
TARSIER NANOCAP VALUE FUND, LP C/O HUMMINGBIRD MANAGEMENT, LLC 460 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10022 |
X | see footnote #1 | ||
HUMMINGBIRD MANAGEMENT LLC 460 PARK AVENUE, 12TH FL NEW YORK, NY 10022 |
X | see footnote #1 | ||
HUMMINGBIRD CAPITAL LLC 460 PARK AVENUE, 12TH FL NEW YORK, NY 10022 |
X | see footnote #1 |
Paul D. Sonkin | 07/18/2006 | |
**Signature of Reporting Person | Date | |
The Hummingbird Value Fund, LP | 07/18/2006 | |
**Signature of Reporting Person | Date | |
The Hummingbird Microcap Value Fund, LP | 07/18/2006 | |
**Signature of Reporting Person | Date | |
The Tarsier Nanocap Value Fund, LP | 07/18/2006 | |
**Signature of Reporting Person | Date | |
Hummingbird Management, LLC | 07/18/2006 | |
**Signature of Reporting Person | Date | |
Hummingbird Capital, LLC | 07/18/2006 | |
**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) | This Form 4 is filed jointly by Paul D. Sonkin, The Hummingbird Value Fund, L.P. ("HVF"), The Hummingbird Microcap Value Fund, L.P.("Microcap"),The Tarsier Nanocap Vaue Fund, L.P. ("Tarsier"),Hummingbird Capital, LLC, and Hummingbird Management, LLC. Paul D. Sonkin is the Managing Member of (a) Hummingbird Capital, LLC, the general partner of HVF, Microcap, and Tarsier, and (b) Hummingbird Management, LLC, the investment manager to HVF, Microcap, and Tarsier. Accordingly, each of Paul D. Sonkin, Hummingbird Capital, LLC, and Hummingbird Management, LLC may be deemed to beneficially own the securities owned by HVF, Microcap, and Tarsier reported herein. The Reporting Persons are members of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. |
(2) | Acquired by Tarsier. |
(3) | Owned directly by Tarsier, and indirectly by Paul D. Sonkin, Hummingbird Capital, LLC, and Hummingbird Management, LLC, each of which disclaims beneficial ownership of the securities owned by The Tarsier Nanocap Value Fund, L.P., except to the extent that each such party has an interest, if any, in Tarsier. |
(4) | Acquired by Tarsier. |
(5) | Owned directly by Tarsier, and indirectly by Paul D. Sonkin, Hummingbird Capital, LLC, and Hummingbird Management, LLC, each of which disclaims beneficial ownership of the securities owned by The Tarsier Nanocap Value Fund, L.P., except to the extent that each such party has an interest, if any, in Tarsier. In addition, 1,055,825 shares are owned direclty by HVF, and 1,023,875 shares are owned directly by Microcap. In each case, the shares are owned indirectly by Paul D. Sonkin, Hummingbird Capital, LLC, and Hummingbird Management, LLC, each of which disclaims beneficial ownership of the securities owned by HVF and Microcap, except to the extent that each such party has an interest, if any, in HVF and Microcap. |