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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 Preferred Stock | (1) | 08/11/2010 | C | 2,293,907 (1) | (1) | (1) | Common Stock | 366,230 (1) | $ 0 | 0 | I | By Birchmere Ventures III LP (2) | |||
Series B Convertible Preferred Stock | (3) | 08/11/2010 | C | 1,949,820 (3) | (3) | (3) | Common Stock | 279,660 (3) | $ 0 | 0 | I | By Birchmere Ventures III LP (2) | |||
Warrant to Purchase Series B Convertible Preferred Stock | $ 0.93 | 08/11/2010 | C | 34,754 (4) | 08/20/2009 | 08/20/2016 | Series B Convertible Preferred Stock | 34,754 (4) | $ 0 | 0 | I | By Birchmere Ventures III LP (2) | |||
Warrant to Purchase Common Stock | $ 7.45 | 08/11/2010 | C | 4,336 (4) | 08/11/2010 | 08/20/2016 | Common Stock | 4,336 (4) | $ 0 | 4,336 | I | By Birchmere Ventures III LP (2) | |||
Convertible Promissory Notes | $ 8 | 08/11/2010 | C | $ 917,750 (5) | (5) | (5) | Common Stock | 114,718 (5) | $ 0 | 0 | I | By Birchmere Ventures III LP (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BV3 LLC 2835 EAST CARSON STREET SUITE 208 PITTSBURGH, PA 15203 |
Member of 10% owner group | |||
BV3 Management LP 2835 EAST CARSON STREET SUITE 208 PITTSBURGH, PA 15203 |
Member of 10% owner group | |||
Birchmere Ventures III LP 2835 EAST CARSON STREET SUITE 208 PITTSBURGH, PA 15203 |
Member of 10% owner group |
/s/ Gary G. Glausser, Managing Member | 08/13/2010 | |
**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) | In connection with the Issuer's initial public offering (the "IPO"), the Series A Convertible Preferred Stock, including all accrued and unpaid dividends as of the date of conversion, converted into Issuer Common Stock on a 1-for-8.0149 basis and had no expiration date. |
(2) | These securities are owned directly by Birchmere Ventures III LP. BV3 LLC is the general partner of BV3 Management LP, which is the general partner of Birchmere Ventures III LP. BV3 LLC and BV3 Management LP disclaim beneficial ownership in these securities to the extent it exceeds their pecuniary interest therein. |
(3) | In connection with the Issuer's IPO, the Series B Convertible Preferred Stock, including all accrued and unpaid dividends as of the date of conversion, converted into Issuer Common Stock on a 1-for-8.0149 basis and had no expiration date. |
(4) | In connection with the Issuer's IPO, the Warrant to Purchase 34,754 shares of Series B Convertible Preferred Stock at $0.93 per share converted into a Warrant to Purchase 4,336 shares of the Issuer's Common Stock at $7.45 per share, as a result of the 1-for-8.0149 reverse stock split. |
(5) | In connection with the Issuer's IPO, the Convertible Promissory Note, including $24,164.62 in accrued and unpaid interest as of the date of conversion, converted into 114,718 shares of the Issuer's Common Stock at $8 per share. |