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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 | ||||||||
| Convertible Promissory Notes | $ 0.075 | 02/19/2009 | C | 10,000,000 | (4) | (4) | Common Stock | 132,653,061 | $ 0 | 0 | I | By W.Health L.P. (1) (2) | |||
| Convertible Promissory Notes | $ 0.14 | 02/19/2009 | P | 5,000,000 | 02/19/2009 | 03/17/2010 | Common Stock | 35,714,286 | $ 0.14 | 35,714,286 | I | By W.Health L.P. (1) | |||
| Warrants (2) | (3) | 02/27/2008(3) | P(2) | 5,535,715 (2) | (3) | (3) | Common Stock | 5,535,715 | (2) | 5,535,715 | I | By W.Health L.P. (1) | |||
| Option (right to buy) | $ 1.4 | 03/11/2009 | J(5) | 83,333 | (6) | 02/26/2018 | Common Stock | 83,333 | $ 1.4 | 83,333 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Weikert Gunnar 3317 THIRD AVENUE SOUTH SEATTLE, WA 98134 |
X | X | ||
| /s/ Dr. Gunnar Weikert | 03/12/2009 | |
| **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) | Mr. Gunnar Weikert is one of the general partners and directors of Inventages Whealth Management, Inc. which is the general partner of W.Health L.P., the direct holder of the securities reported hereunder, and may be deemed to be the beneficial holder of, and to share the power to vote and dispose of, the securities owned directly by W.Health L.P. |
| (2) | These securities held indirectly by Mr. Weikert included in this filing were erroneously omitted in a prior filing. |
| (3) | The exercise price of the warrants range from $2.50 to $3.00 per share of Common Stock. The warrants were issued between February 27, 2008 and October 3, 2008 and expire between February 27, 2013 and October 3, 2013. |
| (4) | The Convertible Promissory Notes were exercisable at various dates between June 17, 2008 and October 3, 2008 and their expiration date was March 17, 2010. |
| (5) | Dr. Gunnar Weikert disclaimed ownership of the options on March 11, 2009. |
| (6) | The options vest monthly in equal installments over a two year period beginning on February 27, 2008 and ending on February 27, 2010, with the first installment vesting on March 27, 2008. |