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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 | |
ZIEGLER WILLIAM R SATTERLEE STEPHENS BURKE & BURKE LLP 230 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10169 |
X |
/s/ WILLIAM R. ZIEGLER | 12/06/2007 | |
**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) | Blackhawk Investors II, LLC, a Delaware limited liability company ("Blackhawk"), effected a liquidating distribution of 531,780 shares of Common Stock owned by it to its members pro rata in accordance with their interests (the "Blackhawk Distribution"), inclusive of a distribution of 80,649 shares to the Reporting Person. The Reporting Person is one of two general partners of Blackhawk Capital Partners, a Texas general partnership ("BCP") that is the sole managing member of Blackhawk. After giving effect to this distribution, neither Blackhawk nor BCP owns any shares of Common Stock Shares. |
(2) | Somerset Capital Partners, a New York general partnership ("SCP"), effected a distribution of 79,776 shares of Common Stock owned by it to its partners pro rata in accordance with their interests (the "SCP Distribution"), inclusive of a distribution of 26,592 shares to the Reporting Person. The Reporting Person is one of three general partners of SCP. After giving effect to this distribution, SCP does not own any shares of Common Stock. |
(3) | Refers to (i) 80,649 shares acquired directly by the Reporting Person from Blackhawk as part of the Blackhawk Distribution and (ii) 26,592 shares acquired directly by the Reporting Person from SCP as part of the SCP Distribution; all 107,241 of these shares that were acquired directly by the Reporting Person in the Blackhawk and SCP Distributions were previously reported as beneficially owned by the Reporting Person indirectly, through either Blackhawk or SCP, as the case may be. Therefore the only change with respect to these shares has been in the nature of the beneficial ownership from indirect to direct. |
(4) | Includes an aggregate of 107,241 shares for which there was a change in the nature of beneficial ownership from indirect to direct, on account of the Blackhawk and SCP Distributions. |
Remarks: All shares reported in this Form 4 filing reflect a 1:10 reverse stock split of the Common Stock, which became effective as of the close of business on November 3, 2006. |