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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 | ||||||||
3% Senior Subordinated Convertible Notes | $ 43.98 | 11/24/2008 | P | 1,600,000 (8) | 11/24/2008 | 05/15/2016 | Common Stock | 36,380 | $ 1,000,000 (9) | 1,600,000 (8) (3) | I | See Footnote (1) | |||
Series B Convertible Perpetual Preferred Stock | $ 69.32 (15) | 11/24/2008 | P | 15 | (15) | (13) | Common Stock | 86 (14) | $ 103 | 15 (3) | I | See Footnote (1) | |||
Series B Convertible Perpetual Preferred Stock | $ 69.32 (15) | 11/24/2008 | P | 700 | (15) | (13) | Common Stock | 4,039 (14) | $ 103.129 | 715 (3) | I | See Footnote (1) | |||
Series B Convertible Perpetual Preferred Stock | $ 69.32 (15) | 11/24/2008 | P | 2,000 | (15) | (13) | Common Stock | 11,540 (14) | $ 105.756 | 2,715 (3) | I | See Footnote (1) | |||
Series B Convertible Perpetual Preferred Stock | $ 69.32 (15) | 11/24/2008 | P | 3,000 | (15) | (13) | Common Stock | 17,310 (14) | $ 100 | 5,715 (3) | I | See Footnote (1) | |||
Series B Convertible Perpetual Preferred Stock | $ 69.32 (15) | 11/24/2008 | P | 1,000 | (15) | (13) | Common Stock | 5,770 (14) | $ 99.995 | 6,715 (3) | I | See Footnote (1) | |||
Series B Convertible Perpetual Preferred Stock | $ 69.32 (15) | 11/24/2008 | P | 2,000 | (15) | (13) | Common Stock | 11,540 (14) | $ 104.131 | 8,715 (3) | I | See Footnote (1) | |||
Series B Convertible Perpetual Preferred Stock | $ 69.32 (15) | 11/24/2008 | P | 1,000 | (15) | (13) | Common Stock | 5,770 (14) | $ 101.62 | 9,715 (3) | I | See Footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZWANZIGER RON 51 SAWYER ROAD, SUITE 200 WALTHAM, MA 02453 |
X | Chairman, CEO & President |
/s/ Jay McNamara, Attorney in Fact | 11/24/2008 | |
**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) | These securities are owned by the Zwanziger Family Trust for the benefit of the reporting person's children. The reporting person's sister is the trustee. |
(2) | These securities are owned by Zwanziger Family Ventures, LLC, an LLC managed by the reporting person and the reporting person's spouse. |
(3) | The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 for any purpose. |
(4) | These securities are owned by the reporting person's spouse. |
(5) | These securities are owned by a private charitable foundation where the reporting person and the reporting person's spouse along with three others serve as directors on the board. The reporting person and his spouse have recused themselves from any discussion or consideration of the charitable foundation's disposition of these securities. |
(6) | These securities are owned by a grantor retained annuity trust for which the reporting person is a trustee. |
(7) | Represents the weighted average purchase price. Securities were acquired through approximately 66 separate purchases executed on the Transaction Date at prices ranging from $14.83 to $14.99. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or any stockholder of the issuer the full information regarding the number of shares and prices at which the transaction was effected. |
(8) | Represents Face Amount of Notes Acquired. |
(9) | Purchased the Face Amount at $61.25 per hundred (.3875 discount) plus fees. |
(10) | Purchased the Face Amount at $75 per hundred (.25 discount). |
(11) | Purchased the Face amount at $73 per hundred (.27 discount). |
(12) | These securities are not reportable securities for purposes of Section 16 and are being reporting solely to confirm completion of these transactions. The intent to purchase had been announced by the issuer on Form 8-K on November 19, 2008. |
(13) | The Series B preferred stock has no expiration date |
(14) | Each share of Series B preferred stock is convertible, based on a liquidation preference of $400.00 per share, into 5.7703 shares of common stock, plus cash in lieu of fractional shares. |
(15) | Convertible at $69.32, subject to customary antidilution adjustments, if during any calendar quarter the closing price of the common stock exceeds 130% of the Series B conversion price then in effect and in certain other circumstances. |
(16) | Represents the weighted average purchase price. Securities were acquired through approximately 479 separate purchases executed on the Transaction Date at prices ranging from $15.00 to $15.99. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or any stockholder of the issuer the full information regarding the number of shares and prices at which the transaction was effected. |
(17) | Represents the weighted average purchase price. Securities were acquired through approximately 15 separate purchases executed on the Transaction Date at prices ranging from $16.00 to $16.18. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or any stockholder of the issuer the full information regarding the number of shares and prices at which the transaction was effected. |