|
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 | ||||||||
CONVERTIBLE SECURED PROMISSORY NOTES | $ 9.1779 | 05/01/2005 | 05/04/2005 | P | $ 134,632.53 (1) | 05/01/2005 | 11/01/2007 | SERIES A-1 CONVERTIBLE PREFERRED STOCK (2) | 14,699 | $ 134,632.53 | $ 2,057,956.54 | I | BY SUBSIDIARY (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STT COMMUNICATIONS LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
I STT INVESTMENT PTE LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
TEMASEK HOLDINGS LTD 60B ORCHARD ROAD, THE ATRIUM@ORCHARD #06-18 TOWER 2 SINGAPORE, U0 238891 |
X |
/s/ Pek Siok Lan, Director, STT COMMUNICATIONS LTD | 05/06/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pek Siok Lan, Director, i-STT INVESTMENT PTE LTD | 05/06/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pek Siok Lan, Company Secretary, SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD | 05/06/2005 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey Chua, Director, Legal & Regulations, TEMASEK HOLDINGS (PRIVATE) LIMITED | 05/06/2005 | |
**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 is the face amount of the Convertible Secured Promissory Notes (the "Notes") expressed in U.S. dollars. |
(2) | Pursuant to the terms of the Securities Purchase Agreement under which the Notes were acquired by the Reporting Persons (the "Purchase Agreement"), the Notes may also be converted into Series A Convertible Preferred Stock of the Issuer upon the fulfillment of certain conditions set forth in the Purchase Agreement. Upon the fulfillment of these conditions, the securities underlying the Notes may be either Series A-1 Convertible Preferred Stock or Series A Convertible Preferred Stock. |
(3) | Singapore Technologies Telemedia Pte Ltd ("STT"), a wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"), has an indirect interest in the securities reported herein by virtue of its ownership interests in i-STT Investment Pte Ltd, which is the record holder of the securities of the Issuer reported herein. Temasek disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |