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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 | ||||||||
| 8% Convertible Notes due 2019 | (1) | 11/14/2016 | J | $ 3,261,000 | (1) | (1) | Common Stock | (1) | (1) | 0 | I | See Footnote (6) | |||
| Preferred Stock | (2) | 11/14/2016 | J | 911,011 | (3) | (3) | Common Stock | 911,011 | (2) | 911,011 | I | See Footnote (6) | |||
| 8% Convertible Notes due 2024 | (4) | 11/14/2016 | J | $ 3,097,018 | (5) | 06/22/2024 | Common Stock | 459,293 | (4) | $ 3,097,018 | I | See Footnote (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| State of New Jersey Common Pension Fund D 50 WEST STATE STREET, 9TH FLOOR TRENTON, NJ 08608-0290 |
See Remarks | |||
| STATE OF NEW JERSEY COMMON PENSION FUND D By: The Division of Investment By: /s/ Christopher McDonough Christopher McDonough Director | 11/14/2016 | |
| **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) | On November 14, 2016, pursuant to the Exchange Agreement dated thereof, by and among the Issuer and the Noteholders, CPFD agreed (i) to exchange $163,982 in aggregate principal amount of the Senior Notes for 911,011 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of CPFD's remaining $3,097,018 in aggregate principal amount Senior Notes (the "Remaining Notes"). |
| (2) | Each share of Preferred Stock is initially convertible into one share of Common Stock, subject to adjustment as described in the Certificate of Designations for the Preferred Stock. |
| (3) | The Preferred Stock is contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones, payments and the deregistration of the Issuer's Common Stock, as further described in the Certificate of Designations for the Preferred Stock. The Preferred Stock is not currently convertible. CPFD expressly disclaims beneficial ownership of the shares of Common Stock underlying the Preferred Stock. |
| (4) | The conversion rate for the Senior Notes is equal to 148.3019 shares of the Issuer's common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $6.74 per share of common stock), subject to adjustment upon the occurrence of certain specified events. |
| (5) | The Remaining Senior Notes are contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones payments. The Remaining Senior Notes are not currently convertible. CPFD expressly disclaims beneficial ownership of the shares of Common Stock underlying the Remaining Senior Notes. |
| (6) | CPFD is one of several common trust funds established pursuant to New Jersey State law for the purpose of investing the assets of seven State pension funds. CPFD is managed by the Division of Investment, Department of the Treasury, State of New Jersey under the supervision of the State Investment Council ("Council"). Investment authority for CPFD is vested in the Director of the Division of Investment, who is appointed by the State Treasurer of the State of New Jersey from candidates nominated by the Council. |
| Remarks: On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with Common Pension Fund D ("CPFD"), a common trust fund, and the other holders (together, the "Noteholders") of 100% of the Issuer's outstanding 8% Convertible Senior Notes due 2019 (the "Senior Notes"), pursuant to which the Noteholders agreed to enter into an Exchange and Consent Agreement (the "Exchange Agreement") to, among other things, exchange $2.2 million in aggregate principal amount of the Senior Notes for 12,222,225 shares of newly issued preferred stock (the "Preferred Stock"). As a result of the transactions contemplated by the Debt Exchange Term Sheet, CPFD may be deemed to have formed a "group" with each of the other Noteholders and/or certain affiliates of each of such parties (such parties together, excluding CPFD, to the extent applicable, the "Other Parties") for purposes of Section 13(d) of the Exchange Act and Rule 13d thereunder. CPFD expressly disclaims beneficial ownership of the shares of the Issuer's securities owned by the Other Parties, and disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. | |