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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 | (3) | 06/03/2011 | J(1) | 37.303 | (4) | (4) | Common Stock | 37,303 | (1) | 9,569,269 | I | See Footnote (1) (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SASS MARTIN D 1185 AVE OF THE AMERICAS 18TH FLOOR NEW YORK, NY 10036 |
X | |||
| /s/ Martin D. Sass | 06/08/2011 | |
| **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) | M.D. Sass Investors Services, Inc. ("MDSIS") acquired beneficial ownership of the shares of the Issuer's common stock, par value $.01 per share (the "Common Stock") and the shares of the Issuer's Series A Preferred Stock (the "Preferred Stock"), in each case as reported herein (collectively, the "Subject Securities"), pursuant to the terms of that certain Final Order, dated March 8, 2011, relating to the lawsuit styled MD Sass Investors vs. J.B. Rubin & Company, Inc., Index Number 102698/2004, pending before the Commercial Division of the Supreme Court of New York, County of New York (the "Order"). |
| (2) | Martin D. Sass serves as Chairman and the Chief Executive Officer of MDSIS, and exercises voting and investment power over the Subject Securities solely in his capacity as Chairman and the Chief Executive Officer of MDSIS. Pursuant to the Order, the Subject Securities may be beneficially owned by MDSIS solely to the extent of the limited rights granted to MDSIS thereunder, which rights do not include any ability for MDSIS to receive or retain for its own account any distributions or dividends, if any, on the Subject Securities or any proceeds, if any, from the sale of any or all of the Subject Securities. Accordingly, neither Martin D. Sass nor MDSIS holds any direct or indirect "pecuniary interest" in the Subject Securities. |
| (3) | The Preferred Stock converts into the Common Stock on a one-for-one thousand basis. |
| (4) | The Preferred Stock is convertible into the Common Stock at any time at the option of the holder. The Preferred Stock does not have a scheduled expiration date. |