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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 | |
TONEY C FRED 500 THIRD STREET #535 SAN FRANCISCO, CA 94107 |
X |
C. Fred Toney; /s/ C. Fred Toney | 05/23/2007 | |
**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 footnote 1 on a Form 4 filed on February 6, 2007, the reporting person reported that 8,521,098 shares of the issuer's common stock reported on that Form 4 were beneficially held by MedCap Partners L.P. ("MedCap Partners"), 177,250 shares were beneficially held by an offshore investment limited partnership (the "Offshore Fund") and the balance was held by C. Fred Toney directly. The correct number of shares beneficially held by MedCap Partners (after giving effect to the transactions reported on that Form 4) was 8,528,098 shares. MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of both MedCap Partners and the Offshore Fund. C. Fred Toney was a director on the issuer's board at the time of the transaction and is currently Chairman of the issuer's Board of Directors. Mr. Toney is the managing member of MMR, and Mr. Toney also holds, directly and indirectly, limited partnership interests in MedCap Partners. |
(2) | On a Form 4 filed on February 6, 2006, the reporting person reported that 281,843 shares of the issuer's common stock were contributed to MedCap Partners by certain of its limited partners (the "Returning LPs") who had previously withdrawn from MedCap Partners in exchange for new limited partnership interests in MedCap Partners. The correct number contributed to MedCap Partners by the Returning LPs was 291,843, a discrepancy of 10,000 shares. These shares were also inadvertently omitted from one Form 4 filed by the reporting person after the original Form 4 was filed. |