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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 B Convertible Non-Redeemable Preferred Share | (1) | 04/22/2008 | P | 1,273.235 | 04/22/2008 | (2) | Common Stock | 1,273,235 | (3) | 24,669.26 (1) (4) | I | By SVM 3 (5) | |||
Series B Convertible Non-Redeemable Preferred Share | (1) | 04/22/2008 | P | 803.178 | 04/22/2008 | (2) | Common Stock | 803,178 | (3) | 15,728.684 (1) (4) | I | By Seed GmbH (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BAREL MEIR DR C/O STAR VENTURES MANAGEMENT POSSARTSTRASSE 9 MUNICH, 2M D-81679 |
X | |||
SVM STAR VENTURES MANAGEMENT GMBH NR 3 C/O STAR VENTURES MANAGEMENT POSSARTSTRASSE 9 MUNICH, 2M D-81679 |
X | |||
Star-Seed Managementgesellschaft mbH POSSARTSTRASSE NR. 9 MUNICH, 2M D-81679 |
X |
/s/ Meir Barel, Dr. Meir Barel | 04/29/2008 | |
**Signature of Reporting Person | Date | |
/s/ Meir Barel, SVM Star Ventures Managementgesellschaft mbH Nr. 3 | 04/29/2008 | |
**Signature of Reporting Person | Date | |
/s/ Meir Barel, Star-Seed Managementgesellschaft mbH | 04/29/2008 | |
**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) | Each Series B Convertible Non-Redeemable Preferred Share, par value $0.001 per share, is currently redeemable into 1,000 shares of Common Stock, par value $0.001 per share. |
(2) | Not applicable. |
(3) | The Series B Convertible Non-Redeemable Preferred Shares reported hereunder were issued to the Reporting Persons following the occurrence (or non-occurrence) of certain events and conditions. |
(4) | Excludes all derivative securities held by Reporting Persons other than the Series B Shares. |
(5) | SVM Star Ventures Managementgesellschaft mbH Nr. 3 ("SVM 3") is the general partner of SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungskommanditgesellschaft Nr. 2, SVE Star Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG, SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteilgungs KG Nr. 3, and SVE Star Ventures Enterprises GmbH & Co. No. IX KG, which hold the securities directly. |
(6) | Star-Seed Managementgesellschaft mbH ("Seed GmbH") is the general partner of Star Seed Enterprise, a German Civil Law Partnership (with limitation of liability), which holds the securities directly. |
Remarks: Each of the reporting person and the joint filers disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for any other purpose. Joint Filing Information In addition to Dr. Meir Barel, the designated filer, the following are names and address of the other reporting persons: 1. SVM Star Ventures Managementgesellschaft mbH Nr. 3 ("SVM 3") is a German limited liability company, with a principal business address at Possartstrasse 9, D-81679 Munich, Germany. 2. Star-Seed Managementgesellschaft mbH ("Seed GmbH") is a German limited liability company, with a principal business address at Possartstrasse 9, D-81679 Munich, Germany. |