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 | ||||
Common Stock Warrants (right to buy) | 07/16/2007 | 07/16/2012 | Common Stock | 69,300 | $ 8.05 | D (1) (2) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TUSCANY OAKS PARTNERS I LLC 1250 FOURTH STREET SANTA MONICA, CA 90401 |
 |  |  | See footnotes (1)(2) |
FELL ROBERT M 8635 KITTYHAWK AVENUE LOS ANGELES, CA 90045 |
 |  |  | See footnotes (1)(2) |
/s/ Robert M. Fell, Manager of Tuscany Oaks Partners I LLC | 07/16/2007 | |
**Signature of Reporting Person | Date | |
/s/ Robert M. Fell, an individual | 07/16/2007 | |
**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) | The shares of common stock ("shares") and warrants to purchase common stock ("warrants") of the Issuer reported on this Form 3 are held of record by Tuscany Oaks Partners I LLC, a Delaware limited liability company ("Tuscany Oaks"). Robert M. Fell is the manager of Tuscany Oaks, and in such capacity may be deemed to share beneficial ownership of any of the shares and warrants owned of record by Tuscany Oaks, but disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
(2) | Eaturna LLC ("Eaturna") owns 923,873 shares and Good Tasting LLC ("Good Tasting") owns 113,560 shares and 39,746 warrants. The members of Tuscany Oaks are (i) certain members of Eaturna (or their affiliates) and (ii) an entity in which an affiliate of a member of Eaturna has an economic interest. Mr. Fell is a director and a member of Eaturna. Tuscany Oaks and Mr. Fell are filing this Form 3 because they may be deemed to be a group with Eaturna, Eaturna Holdings LLC, Good Tasting, Lori A. Milken and Michael R. Milken with respect to the shares and warrants of the Issuer. Mr. Milken disclaims that he is a member of such group. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement that are beneficially owned, directly or indirectly, by any other person. |