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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Von Allmen Linda 9 ISLA BAHIA FT LAUDERDALE, FL 33316 |
X | |||
D & L Partners, L.P. 9 ISLA BAHIA FT LAUDERDALE, FL 33316 |
X | |||
D & L Management Corp 9 ISLA BAHIA FT LAUDERDALE, FL 33316 |
X |
Michael Rennock, By Power of Attorney | 11/20/2017 | |
**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) | This Form 4 is filed jointly by D&L Partners, L.P. ("D&L Partners"), D&L Management Corp. ("D&L Management Corp.") and Linda Von Allmen (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 or for any other purpose, the beneficial owners of any securities of the Issuer she or it does not directly own. |
(2) | Represents securities directly owned by D&L Partners. D&L Management Corp., as the general partner of D&L Partners, may be deemed to beneficially own the securities owned directly by D&L Partners. As a controlling shareholder of D&L Management Corp., Mrs. Von Allmen may be deemed to beneficially own the securities owned directly by D&L Partners. |
(3) | These shares were issued to D&L Partners as payment in kind for interest amounts due under a (i) 6% secured convertible debenture issued by Issuer on October 2, 2012, in an original principal amount of $1,000,000, with a maturity date of March 31, 2018; (ii) 6% secured convertible debenture issued by Issuer on March 28, 2013, in an original principal amount of $625,000, with a maturity date of March 31, 2018; (iii) 6% secured convertible debenture issued by Issuer on March 11, 2015, in an original principal amount of $50,000, with a maturity date of March 31, 2018; and (iv) 6% secured convertible debenture issued by Issuer on May 14, 2015, in an original principal amount of $70,000, with a maturity date of March 31, 2018. |