|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| 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(3) | $ 5,239,000 | (2) | (3) | Common Stock, $0.0001 par value ("Common Stock") | 776,953 | (3) | 0 | I | See footnote (6) | |||
| Preferred Stock | (4) | 11/14/2016 | J(3) | 1,463,594 | (5) | (5) | Common Stock | 1,463,594 | (3) | 1,463,594 | I | See footnote (6) | |||
| 8% Senior Convertible Notes due 2024 | (1) | 11/14/2016 | J(3) | $ 4,975,553 | (2) | 06/15/2024 | Common Stock | 737,883 | (3) | $ 4,975,553 | I | See footnote (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LAZARD ASSET MANAGEMENT LLC 30 ROCKEFELLER PLZ 55TH FL. NEW YORK, NY 10112 |
See Remarks | |||
| /s/ Lazard Asset Management LLC; By: Mark Anderson, its Chief Compliance 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) | The conversion rate is equal to 148.3019 shares of 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. |
| (2) | On November 14, 2016, pursuant to the Exchange Agreement (as defined in the Schedule 13D filed by the Reporting Person on the date hereof), the notes are contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestone or earn-out payments. The notes are not currently convertible. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the notes. |
| (3) | On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Person agreed (i) to exchange $263,447 in aggregate principal amount of notes for 1,463,594 shares of Preferred Stock and (ii) to extend the maturity date to June 15, 2024 and modify the conversion terms of the Reporting Person's remaining $4,975,553 in aggregate principal amount of notes. |
| (4) | 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. |
| (5) | The Preferred Stock is contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones payments and the deregistration of the Common Stock, as further described in the Certificate of Designations for the Preferred Stock. The Preferred Stock is not currently convertible. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the Preferred Stock. |
| (6) | The securities to which this filing relates are held directly by certain institutional and other client accounts for which the Reporting Person serves as the investment manager (the "Accounts"). The Reporting Person is the investment manager of the Accounts, and has been granted investment discretion over portfolio investments. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. |
| Remarks: The Reporting Person expressly disclaims having been a member in a "group", within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the other holders of the 8% Senior Convertible Notes due 2019 (the "Other Noteholders") or any other person. In addition, the Reporting Person disclaims beneficial ownership of any shares of Common Stock beneficially owned by the Other Noteholders. However, if the Reporting Person was found to have been a member of a group with the Other Noteholders by virtue of the events described in the Schedule 13D filed by the Reporting Person on the date hereof, then, based on information and belief, such group would have beneficially owned in excess of 10% of the Issuer's Common Stock prior to the consummation of the transactions reported herein. | |