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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 | ||||||||
| Warrants | $ 0.5 | 05/08/2013 | 05/08/2018 | Common Stock, $0.00001 par value | 145,998 (3) | 145,998 | D | ||||||||
| Warrants | $ 0.5 | 05/08/2013 | 05/08/2018 | Common Stock, $0.00001 par value | 291,670 (2) | 291,670 | D | ||||||||
| Warrants | $ 0.5 | 05/08/2013 | 05/08/2018 | Common Stock, $0.00001 par value | 295,313 (4) | 295,313 | D | ||||||||
| Convertible Note | $ 1.3 | 09/02/2013 | J | $ 0 (6) | (5) | 09/20/2014(6) | Common Stock, $0.00001 par value | $ 100,000 (1) | (6) | $ 100,000 | D | ||||
| Warrants | $ 0.5 | 09/02/2013 | A | 100,000 (6) | 09/20/2013 | 09/20/2016 | Common Stock | 100,000 (6) | $ 0 | 100,000 | D | ||||
| Convertible Note | $ 1.3 | 09/02/2013 | J | $ 0 (7) | (5) | 03/31/2015(7) | Common Stock, $0.00001 par value | $ 100,000 (1) | (7) | $ 100,000 | D | ||||
| Warrants | $ 0.5 | 09/20/2013 | A | 100,000 (7) | 09/20/2013 | 03/31/2017 | Common Stock | 100,000 (7) | $ 0 | 100,000 | D | ||||
| Convertible Note | $ 0.5 | 07/01/2013 | P | $ 25,000 | 07/01/2013 | 07/01/2014 | Common Stock | $ 25,000 | $ 0 | $ 25,000 | D | ||||
| Warrant | $ 0.5 | 07/01/2013 | P | 100,000 | 07/01/2013 | 07/01/2016 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Reiling William SUNRISE COMMUNITY BANKS 200 UNIVERSITY AVENUE WEST, #200 ST. PAUL, MN 55103 |
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| /s/ William Reiling | 11/22/2013 | |
| **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 Reporting Person holds $100,000 of 10% convertible secured subordinated promissory notes from the Issuer. The promissory note and any accrued interest thereon is convertible at any time at the option of the reporting person into common stock at $1.30 per share. 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 directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e). |
| (2) | The issuer issued the warrants to the Reporting Person as consideration for a $450,000 loan guarantee for the period from April 1, 2013 to February 15, 2014. The warrants will vest as to 28,125 shares on the first of each month from April 2013 to January, 201], and as to 14,063 shares on February 1, 2014, subject to adjustment if the amount of the loan guaranteed should change. The issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e). |
| (3) | The Reporting Person agreed to accept the warrants in lieu of cash repayment of $56,833 of advances made by the Reporting Person to the Issuer. The Issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e). |
| (4) | The issuer issued the warrants to the Reporting Person as consideration for a $500,000 loan guarantee for the period from November 1, 2012 to March 31, 2013. The Issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e). |
| (5) | Currently exercisable in full. |
| (6) | The Issuer issued the warrants to the Reporting Person as consideration for extending the expiration date of the Convertible Note for a period of one year to September 20, 2014. |
| (7) | The Issuer issued the warrants to the Reporting Person as consideration for extending the expiration date of the Convertible Note for a period of one year to March 31, 2015. |