UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Subordinated Secured Convertible Note (1) | 06/27/2014 | 06/27/2017(3) | Common stock, par value $0.01 per share | 12,857,142 (4) (5) | $ 0.35 | I (2) | By: 683 Capital Partners, LP |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
683 Capital Management, LLC 3 COLUMBUS CIRCLE SUITE 2205 NEW YORK, NY 10019 |
 |  X |  |  |
683 Capital Partners, LP C/O 683 CAPITAL GP, LLC 3 COLUMBUS CIRCLE, SUITE 2205 NEW YORK, NY 10019 |
 |  X |  |  |
/s/ Ari Zweiman, Managing Member of 683 Capital Partners, LP, By: 683 Capital GP, LLC, its general partner | 07/07/2014 | |
**Signature of Reporting Person | Date | |
/s/ Ari Zweiman, Managing Member of 683 Capital Management, LLC | 07/07/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 3 is filed jointly by 683 Capital Management, LLC ("683 Management") and 683 Capital Partners, LP ("683 Partners") (together, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
(2) | Securities owned directly by 683 Partners. 683 Management, as the general partner of 683 Partners, may be deemed to beneficially own the securities owned directly by 683 Partners. |
(3) | The Expiration Date is subject to extension at the option of the holder upon certain specified events. |
(4) | The Reporting Persons hold $4.5 million in aggregate principal amount of the Issuer's subordinated secured convertible notes (the "Notes"). The Notes are convertible into Shares at any time, in whole or in part, at the option of the Reporting Persons at a fixed conversion price, initially set at $0.35, which shall be subject to adjustment for stock splits, combinations or similar events and subsequent dilutive issuances during the term of the Notes. |
(5) | The Notes may not be converted if, after giving effect to the conversion, the Reporting Persons, together with their affiliates, would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such conversion (the "Blocker"). |