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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% Senior Convertible Notes due 2019 | (1) | 11/14/2016 | J | $ 10,804,000 | (1) | (1) | See Footnote (1) | (1) | (1) | 0 | I | See Footnotes (6) (7) | |||
Preferred Stock | (2) | 11/14/2016 | J | 3,018,260 | (3) | (3) | Common Stock | 3,018,260 | (2) | 3,018,260 | I | See Footnotes (6) (7) | |||
8% Senior Convertible Notes due 2024 | (4) | 11/14/2016 | J | $ 10,260,716 | (5) | 06/15/2024 | Common Stock | 1,521,683 | (4) | $ 10,260,716 | I | See Footnotes (6) (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WHITEBOX ADVISORS LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
See Remarks | |||
WHITEBOX GENERAL PARTNER LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
See Remarks | |||
Whitebox Relative Value Partners, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
See Remarks | |||
Whitebox Multi-Strategy Partners LP 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
See Remarks | |||
Pandora Select Partners, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
See Remarks | |||
Whitebox GT Fund, LP 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
See Remarks |
Whitebox Advisors LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer | 11/14/2016 | |
**Signature of Reporting Person | Date | |
Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer | 11/14/2016 | |
**Signature of Reporting Person | Date | |
Whitebox Relative Value Partners, LP By: Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer | 11/14/2016 | |
**Signature of Reporting Person | Date | |
Whitebox Multi-Strategy Partners, LP By: Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer | 11/14/2016 | |
**Signature of Reporting Person | Date | |
Pandora Select Partners, LP By: Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer | 11/14/2016 | |
**Signature of Reporting Person | Date | |
Whitebox GT Fund, LP By: Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer | 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, the Reporting Persons agreed (i) to exchange $543,287 in aggregate principal amount of the Senior Notes for 3,018,260 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of the Reporting Persons' remaining $10,260,713 in aggregate principal amount Senior Notes (the "Remaining Senior 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. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock underlying the Preferred Stock. |
(4) | The conversion rate for the Senior Notes is equal 148.3019 shares of the Company'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. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock underlying the Remaining Senior Notes. |
(6) | These securities are directly beneficially owned by certain private investment funds, including Whitebox Relative Value Partners, LP ("WRP") Whitebox Multi-Strategy Partners, LP ("WMP"), Pandora Select Partners, LP ("PSP"), and Whitebox GT Fund, LP ("WGT" and collectively with, WRP, WMP and PSP, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds, and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. Immediately prior to the transactions reported herein, WRP directly beneficially owned $3,528,000 of Senior Notes, WMP directly beneficially owned $6,076,000 of Senior Notes, PSP directly beneficially owned $800,000 of Senior Notes and WGT directly beneficially owned $400,000 of Senior Notes. |
(7) | Following the transactions reported herein, WRP directly beneficially owns 985,600 shares of Preferred Stock and $3,350,592 in aggregate principal amount of Remaining Senior Notes, WMP directly beneficially owns 1,697,422 shares of Preferred Stock and $5,770,464 in aggregate principal amount of Remaining Senior Notes, PSP directly beneficially owns 223,494 shares of Preferred Stock and $759,771 in aggregate principal amount of Remaining Senior Notes, and WGT directly beneficially owns 111,744 shares of Preferred Stock and $379,886 in aggregate principal amount of Remaining Senior Notes. |
Remarks: On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with the Reporting Persons 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 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, the Reporting Persons 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 the Reporting Person, the "Other Parties") for purposes of Section 13(d) of the Exchange Act and Rule 13d thereunder. The Reporting Persons expressly disclaim beneficial ownership of the shares of the Issuer's securities owned by the Other Parties. |