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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 | ||||||||
Warrants (Right to Buy) | $ 5 | 03/12/2013 | P | 2,000,000 | 03/12/2013 | 03/12/2018 | Common Stock, par value $0.001 | 2,000,000 | (2) | 2,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY 10022 |
X | |||
Steel Partners Holdings GP Inc. C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY 10022 |
X |
By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ Jack L. Howard, President | 03/13/2013 | |
**Signature of Reporting Person | Date | |
By: Steel Partners Holdings GP Inc., By: /s/ Jack L. Howard, President | 03/13/2013 | |
**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 Steel Partners Holdings L.P. ("Steel Holdings") and Steel Partners Holdings GP Inc. ("Steel Holdings GP" and, together with Steel Holdings, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. |
(2) | On March 12, 2013, pursuant to the terms and conditions of the Investment Agreement by and between the Issuer and Steel Holdings, dated as of February 11, 2013, Steel Holdings purchased 7,500,000 shares of Common Stock, at a per-share purchase price of $4.00, together with warrants to purchase 2,000,000 shares of Common Stock at an exercise price of $5.00 per share, for an aggregate purchase price of $30,000,000. |
(3) | Shares of Common Stock owned directly by Steel Holdings and owned indirectly by Steel Holdings GP by virtue of it being the general partner of Steel Holdings. |
(4) | Shares of Common Stock owned directly by SPH Group Holdings LLC ("SPHG Holdings"), and owned indirectly by Steel Holdings by virtue of its ownership of 99% of the membership interests of by SPH Group LLC ("SPHG"), the sole member of SPHG Holdings, and by Steel Holdings GP by virtue of it being the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. |