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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 | ||||||||
Series C-1 Warrant (1) (2) | $ 0.5 (3) | 06/16/2015(3) | X | 5,000,000 | 03/09/2015 | 03/09/2020 | Common Stock | 5,000,000 | (2) (3) | 1 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Eastern Capital LTD 10 MARKET STREET, #773 CAMANA BAY GRAND CAYMAN, E9 KY1-9006 |
X | |||
Portfolio Services Ltd. 10 MARKET STREET, # 773 CAMANA BAY GRAND CAYMAN, E9 KY1-9006 |
X | |||
DART KENNETH BRYAN P.O. BOX 31300 GRAND CAYMAN, E9 KY1-1206 |
X |
/s/Eastern Capital Limited | 06/18/2015 | |
**Signature of Reporting Person | Date | |
/s/Portfolio Services Ltd. | 06/18/2015 | |
**Signature of Reporting Person | Date | |
/s/Kenneth B. Dart | 06/18/2015 | |
**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) | 5,000,000 of the reported securities are included within 5,000,000 Units. Each Unit, as amended pursuant to the Amended and Restated Restructuring Agreement dated June 2, 2015, consists of one share of common stock, one Series A-1 Warrant exercisable in whole or in part to acquire up to 5,000,000 shares of common stock, one Series B-1 Warrant exercisable in whole or in part to acquire up to 10,000,000 shares of common stock, one Series C-1 Warrant exercisable in whole or in part to acquire up to 10,000,000 shares of common stock, one Series D-1 Warrant exercisable in whole or in part to acquire up to 5,000,000 shares of common stock and one Series E-1 Warrant exercisable in whole or in part to acquire up to 5,000,000 shares of common stock |
(2) | Each Series C-1 Warrant allows the Reporting Persons to acquire up to 10,000,000 shares of common stock of the Issuer at an exercise price per share of $0.50 during the exercise period from March 9, 2015 until March 9, 2020. The Issuer may force the exercise of Series C-1 Warrant in the event that the closing price of the common stock is above $1.00 for 10 consecutive trading days (subject to certain conditions including minimum trading volume requirements and the non-occurrence of an Equity Conditions Failure). |
(3) | On June 16, 2015, Eastern Capital Limited exercised part of the Issuer's Series C-1 Warrant at an exercise price of $0.50 per share and acquired an additional 5,000,000 shares of common stock. Following the transaction, the Series C-1 Warrant held by the Reporting Persons is exercisable in whole or in part to acquire up to 5,000,000 shares of common stock. |
Remarks: Eastern Capital Limited is an investment entity that owns the securities reported on this Form 4. Portfolio Services Ltd. is a holding company which owns all of the outstanding stock of Eastern Capital Limited. Kenneth B. Dart is the beneficial owner of all of the outstanding stock of Portfolio Services Ltd. |