|
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 | ||||||||
| Series A Convertible Preferred Stock | (1) | 07/21/2010 | C | 750,000 | (3) | (4) | Common Stock | 1,125,000 | $ 0 | 0 | I | See Footnote (2) | |||
| Series B Convertible Preferred Stock | (1) | 07/21/2010 | C | 201,470 | (3) | (4) | Common Stock | 302,205 | $ 0 | 0 | I | See Footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Budinger William M. C/O REALD INC. 100 N. CRESCENT DRIVE, SUITE 120 BEVERLY HILLS, CA 90210 |
X | |||
| /s/ Craig Gatarz, Attorney-in-Fact | 07/22/2010 | |
| **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) | The Issuer's Series A Convertible Preferred Stock (the "Series A Preferred") and Series B Convertible B Preferred Stock (the "Series B Preferred") automatically converted into shares of its Common Stock (the "Common Stock") at a conversion rate of 1.5 shares of Common Stock per share of Series A Preferred Stock and Series B Preferred Stock, which reflected the 1-for-1.5 forward stock split of the Common Stock that was effected by the Issuer on June 28, 2010. The Reporting Person was deemed to beneficially own (A) 750,000 shares of Series A Preferred Stock and (B) 201,470 shares of Series B Preferred Stock, which automatically converted into (A) 1,125,000 shares of Common Stock and (B) 302,205 shares of Common Stock upon the closing of the Issuer's qualified initial public offering, as defined in the Issuer's certificate of incorporation, as amended through July 12, 2010. |
| (2) | These shares are held by Torque Investments, LLC. Torque Investments, LLC is 99.0% owned by the William M. Budinger Revocable Trust and 1.0% owned by Sunnyside Investments, Inc. Mr. Budinger is the sole trustee of the trust and the President of Sunnyside Investments, Inc. and has voting and investment power over all the shares held by Torque Investments, LLC, and may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), to be the indirect beneficial owner of the Series A Preferred Stock and Series B Preferred Stock as converted into Common Stock that are the subject of this report (collectively, the "Issuer Securities"). The Reporting Person disclaims beneficial ownership of the Issuer Securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| (3) | These securities were exercisable immediately. |
| (4) | These shares did not have an expiration date. |
| Remarks: Mr. William M. Budinger has resigned as Director of the Issuer, effective as of July 21, 2010, the closing date of the Issuer's initial public offering, and is thereby no longer subject to Section 16 reporting requirements with respect to the Issuer's securities. | |