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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 | ||||||||
| Director Stock Option (Right to Buy) (1) | $ 4.77 | 03/06/2019 | A | 6,000 | (2) | 03/06/2029 | Common Stock | 6,000 | (3) | 6,000 (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Averick Robert M C/O KOKINO LLC 201 TRESSER BOULEVARD, 3RD FLOOR STAMFORD, CT 06901 |
X | X | ||
| /s/ Robert Averick | 03/08/2019 | |
| **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) | Mr. Averick is a Portfolio Manager at Kokino LLC ("Kokino"), which is a single-family office. Mr. Averick holds an indirect minority interest in shares of the issuer's Common Stock through his minority ownership of one of Kokino's clients, Piton Capital Partners LLC ("Piton") (which ownership may be held directly and indirectly through Piton's managing member, Piton Capital Management LLC ("PCM")). Also, Mr. Averick's incentive compensation as an employee of Kokino, which is calculated in Kokino's discretion, may be based on the performance of shares of Common Stock held by Kokino's clients. Such compensation may be paid in cash and/or by way of increasing Mr. Averick's minority interest in Piton (either directly or indirectly through PCM). Kokino is the managing member of PCM, and Mr. Averick's and Piton's beneficial ownership of Common Stock is reported in a Schedule 13D filed on January 25, 2016 (as amended most recently on November 27, 2018). |
| (2) | The option vests on September 6, 2019. |
| (3) | Price omitted because the transaction is a grant of a stock option. |
| (4) | This is the number of derivative securities, with the same terms and conditions, following the reported transaction. Total of all derivative securities, including those with different terms and conditions, held following the reported transaction is 24,000. |