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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 | |
Sheridan Scott Daniel 600 WEST CHICAGO AVENUE SUITE 100 CHICAGO, IL 60610 |
X |
/s/ Scott Daniel Sheridan | 02/20/2009 | |
**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) | On 2/15/09, filer became entitled to receive 58,461 shares of the Issuer's common stock pursuant to the Agreement and Plan of Merger ("Agreement") among Investools Inc., thinkorswim Group, Inc. and Atomic Acquisition Corp. dated 9/18/06, under which the companies merged on 2/15/07. Under the Agreement certain former shareholders, including filer, were to receive additional shares of Issuer's stock, for no additional consideration, if the price of Issuer's stock was below a certain threshold as of 2/15/09. Since the trading price was below the threshold, the filer acquired additional shares as of 2/15/09, pursuant to a formula in the Agreement, which provides that for purposes of determining the shares issuable, the stock would be valued at a weighted average of the 20 trading days prior to 2/15/09, $8.00. The filer's right to receive additional shares became fixed and irrevocable on 2/15/07, the effective date of the merger. |
(2) | On 2/15/09 the Scott Sheridan Trust became entitled to receive additional 332 shares for no additional consideration under the Agreement pursuant to the right described in footnote 1. |
(3) | The number of securities listed as acquired and beneficially owned following the transaction was inadvertently previously reported as 50,145 and 4,491,048, respectively, on a Form 4 filed on February 18, 2009. |
(4) | The number of securities listed as acquired and beneficially owned following the transaction was inadvertently previously reported as 285 and 25,142, respectively, on a Form 4 filed on February 18, 2009. |