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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 Convertible Preferred Stock | (1) | 10/18/2006 | 10/18/2006 | C | 1,481,537 | 10/18/2006 | 10/18/2006 | Common Stock | 1,481,537 | (1) | 0 | D (2) (3) | |||
Series C Convertible Preferred Stock | (1) | 10/18/2006 | 10/18/2006 | C | 262,445 | 10/18/2006 | 10/18/2006 | Common Stock | 262,445 | (1) | 0 | D (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
QUESTMARK PARTNERS LP |
X | |||
QUESTMARK PARTNERS SIDE FUND LP |
X | |||
QUESTMARK ADVISERS LLC |
X | |||
Schapiro Benjamin S C/O QUESTMARK PARTNERS, L.P. ONE SOUTH STREET, SUITE 800 BALTIMORE, MD 21202 |
X | |||
Hitchner Thomas R C/O QUESTMARK PARTNERS, L.P. ONE SOUTH STREET, SUITE 800 BALTIMORE, MD 21202 |
X | |||
Invus Group, LLC 750 LEXINGTON AVENUE NEW YORK, NY 10022 |
X | |||
Invus, CV C/O THE INVUS GROUP 750 LEXINGTON AVENUE NEW YORK, NY 10022 |
X | |||
Ulys, LLC C/O THE INVUS GROUP, LLC 750 LEXINGTON AVENUE NEW YORK, NY 10022 |
X | |||
DEBBANE RAYMOND C/O THE INVUS GROUP, LLC 750 LEXINGTON AVENUE NEW YORK, NY 10022 |
X |
/s/ Timothy L. Krongard, by power of attorney | 10/18/2006 | |
**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) | All of the outstanding shares of the Issuer's Series C Convertible Preferred Stock converted into shares of the Issuer's common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. |
(2) | QuestMark Partners, L.P., is the record holder of the securities. As the general partner of QuestMark Partners, L.P., QuestMark Advisers, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of QuestMark Advisers, L.L.C., each of Benjamin S. Shapiro, Thomas R. Hitchner and The Invus Group, LLC, a Delaware limited liability company ("Invus Group"), may be deemed to be beneficial owners of the securities. The managing member of Invus Group is Invus, CV, a limited partnership organized under the laws of the Netherlands. The general partner and Managing Partner of Invus, CV is Ulys, LLC, a Delaware limited liability company ("Ulys"). |
(3) | Mr. Raymond Debbane serves as the President of Invus Group and as the Managing Director of Ulys. In such capacitities, Mr. Debbane may be deemed to be a beneficial owner of the securities. Each Joint Filer, other than QuestMark Partners, expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any. |
(4) | QuestMark Partners Side Fund, L.P., is the record holder of the securities. As the general partner of both QuestMark Partners, L.P. and QuestMark Partners Side Fund, L.P., QuestMark Advisers, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of QuestMark Advisers, L.L.C., each of Benjamin S. Shapiro, Thomas R. Hitchner and Invus Group may be deemed to be beneficial owners of the securities. |
(5) | The managing member of Invus Group is Invus, CV. The general partner and Managing Partner of Invus, CV is Ulys. Mr. Raymond Debbane serves as the President of Invus Group and as the Managing Director of Ulys. In such capacities, Mr. Debbane may be deemed to be a beneficial owner of the securities. Each Joint Filer, other than QuestMark Partners, expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any. |