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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 | ||||||||
Common Stock Warrant | $ 7.18 | 11/26/2012 | D(2) | 862,502 | (2) | 11/28/2012 | Common Stock | 862,502 | (2) | 0 | D | ||||
Common Stock Warrant | $ 7.18 | 11/26/2012 | A(2) | 862,502 | (2) | 01/28/2013 | Common Stock | 862,502 | (2) | 862,502 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HAGELSTEIN DAVID A 36801 WOODWARD AVE STE 313 BIRMINGHAM, MI 48009 |
X |
Fred B. Green as attorney-in-fact | 11/28/2012 | |
**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 its terms, the David Hagelstein Charitable Remainder Unitrust made a distribution at the end of the third quarter of 2012 of 11,730 shares of common stock of Rockwell to the David Hagelstein Revocable Living Trust. The distribution is an exempt transaction pursuant to Rule 16a-13 under the Securities Exchange Act of 1934. |
(2) | Issuer originally issued Common Stock Warrants to purchase 862,502 shares of Issuer's common stock on November 28, 2007 at an exercise price of $7.18 per share. Such Warrants became exercisable on November 28, 2008. The David Hagelstein Revocable Living Trust acquired these Warrants to purchase the 862,502 shares of Issuer's common stock through acquisitions on October 22, 2010 (with respect to 400,000 shares), November 23, 2010 (with respect to 313,000 shares, March 1, 2011 (with respect to 53,668 shares), May 4, 2011 (with respect to 25,000 shares) and November 21, 2011 (with respect to 70,834 shares). On November 26, 2012, Issuer amended the Warrants acquired by the David Hagelstein Revocable Living Trust by extending the expiration date of the Warrants from November 28, 2012 to January 28, 2013. The amendment results in the deemed cancellation of the 'old' Warrants and the grant of replacement Warrants. |