|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant to Purchase Common Stock | (1) | 01/18/2013 | J(1) | 8,381,725 (1) | 01/18/2013 | (1) | Common Stock | 8,381,725 | (1) | 8,381,725 | I | See Footnote (2) | |||
Series A Convertible Preferred Stock | (3) | 01/18/2013 | J(3) | 600,000 (3) | 06/01/2011 | (4) | Common Stock | 40,000,000 (3) | (3) | 600,000 | I | See Footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
WATSA V PREM ET AL 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
1109519 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
SIXTY TWO INVESTMENT CO LTD 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. VANCOUVER, A1 V6C 3L3 |
X | |||
810679 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
X | |||
ODYSSEY REINSURANCE CO 300 FIRST STAMFORD PLACE STAMFORD, CT 06902 |
X |
/s/ Paul Rivett, Vice President, Operations | 02/06/2013 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa | 02/06/2013 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, President | 02/06/2013 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, President | 02/06/2013 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa, President | 02/06/2013 | |
**Signature of Reporting Person | Date | |
/s/ Kirk M. Reische, Vice President | 02/06/2013 | |
**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) | On January 18, 2013, Odyssey Reinsurance Company ("Odyssey"), a subsidiary of Fairfax Financial Holdings Limited ("Fairfax"), purchased $105,000 aggregate principal amount of the Issuer's 15% secured promissory notes due January 18, 2014 and warrants (the "Warrants") to purchase 8,381,725 shares of the Common Stock of the Issuer for cash consideration of $100,000 (the "Transaction"). The Warrants may be exercised at any time, in whole or in part, at an exercise price of $0.01 per share of Common Stock. The Transaction was previously reported on Form 4 filed by the reporting persons on Jan 22, 2013, as amended hereby. |
(2) | All of the Warrants are held directly by Odyssey, a subsidiary of Fairfax. |
(3) | In connection with the Transaction, the issuer amended certain rights, preferences and privileges of its outstanding Series A Convertible Preferred Stock (the "Series A Stock"). The consent of the reporting persons was not solicited or required. As a result of the amendment, the conversion price of the Series A Stock was reduced, and each previously reported share of Series A Stock held by the reporting persons, which was initially convertible into 5 shares of Common Stock, is currently convertible into 66.7 shares of Common Stock. |
(4) | The Series A Stock has no expiration date, but is subject to certain Common Stock automatic conversion features beginning 18 months from the date of issuance. |
(5) | 600,000 shares of Series A Stock are held by Odyssey, a subsidiary of Fairfax. |