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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 | ||||||||
| Stock Options | $ 0.92 | (1) | 06/27/2018 | Common Stock, $0.00001 par value | 2,265 | 2,265 | D | ||||||||
| Convertible notes | $ 1.3 | (1) | 09/15/2013 | Common Stock, $0.00001 par value | 19,231 | $ 25,000 | D | ||||||||
| Stock Options | $ 0.87 | (2) | 08/09/2018 | Common stock, $0.00001 par value | 28,736 | 28,736 | D | ||||||||
| Convertible Note | $ 1.1 | (3) | 08/28/2012 | Common stock, $0.00001 par value | (4) | $ 5,200 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GETLIN LAWRENCE W 2690 PHEASANT RD EXCELSIOR, MN 55331 |
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| Richard B. Thon by power of attorney | 06/26/2012 | |
| **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) | Currently exercisable. |
| (2) | Annual option award pursuant to the Issuer's compensation policy for Directors upon their re-election to the Board of Directors at its annual shareholders's on August 9, 2011 meeting. The seven-year options vest ratably over 12 months. |
| (3) | On December 1, 2011, the reporting person and the Company executed a convertible promissory note in the principal amount of $5,200 with a maturity date of Ferbruary 28, 2012. The maturity date of the note was subsequently amended to August 28, 2012. The principal amount and interest accruing at a rate of 10% per year are convertible into common shares at $1.10 per share at any time through the maturity date. The number of shares to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within 2 business days after conversion. The issuer's Board of Directors specifically approved the transaction as exempt from the requirements of Section 16b as provided by Rules 16b-3(d). |
| (4) | On June 20, 2012, the issuer issued 9,000 shares to the reporting person in lieu of cash for $9,000 of consulting fees due to the reporting person and 6,000 shares issued in lieu of cash for directors' fees. The issuer's Board of Directors specifically approved the transaction as exempt from the requirements of Section 16b as provided by Rules 16b-3(d). |