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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 | ||||||||
Series A Convertible Note | $ 4.35 | 04/21/2006 | J(4) | 893,300 (5) | 06/01/2006 | 06/01/2010 | Common Stock | 8,933,300 (5) | $ 3,885,855 | 0 | I | See Footnote (2) | |||
Series B Convertible Note | $ 4.35 | 04/21/2006 | J(4) | 486,010 (5) | 06/01/2006 | 06/01/2010 | Common Stock | 486,010 (5) | $ 2,114,144 | 0 | I | See Footnote (2) | |||
Common Stock Warrant | $ 7.2 | 05/03/2006 | J(6) | 5,973,384 (7) | 11/17/2005 | 06/01/2010 | Common Stock | 5,973,384 (7) | $ 43,008,365 | 0 | I | See Footnote (2) | |||
Series A Convertible Note | $ 4.35 | 04/21/2006 | J(4) | 94,584 (5) | 06/01/2006 | 06/01/2010 | Common Stock | 948,584 (5) | $ 411,443 | 0 | I | See Footnote (3) | |||
Series B Convertible Note | $ 4.35 | 04/21/2006 | J(4) | 51,460 (5) | 06/01/2006 | 06/01/2010 | Common Stock | 51,460 (5) | $ 223,851 | 0 | I | See Footnote (3) | |||
Common Stock Warrant | $ 7.2 | 05/03/2006 | J(6) | 758,158 (7) | 11/17/2005 | 06/01/2010 | Common Stock | 758,158 (7) | $ 5,458,738 | 758,158 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jenson Randall 12730 HIGH BLUFF DRIVE SUITE 180 SAN DIEGO, CA 92130 |
X | X |
/s/ Randall L. Jenson | 05/09/2006 | |
**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) | As required by that certain Second Amended and Restated Limited Liability Company Operating Agreement dated as of June 1, 2005 entered into between RC Aviation, LLC and its members, RC Aviation, LLC distributed these securities to its members per that Operating Agreement following the effectiveness of the Issuer's Registration Statement on Form S-3. |
(2) | Owned indirectly through RC Aviation, LLC |
(3) | Owned indirectly through RC Aviation Management, LLC |
(4) | Acquired pursuant to that certain Note Purchase Agreement dated as of June 1, 2005 by and between RC Aviation, LLC and the Issuer |
(5) | Based on an assumed conversion of the Note at $4.35 per share |
(6) | Acquired pursuant to that certain Common Stock Warrant issued by the Issuer to RC Aviation, LLC on November 17, 2005 |
(7) | As required by that certain Second Amended and Restated Limited Liability Company Operating Agreement dated as of June 1, 2005 entered into between RC Aviation, LLC and its members, RC Aviation, LLC distributed this Warrant to its members per that Operating Agreement following the effectiveness of the Issuer's Registration Statement on Form S-3. |