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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Indigo Florida L.P. C/O INDIGO PARTNERS LLC 2525 EAST CAMELBACK ROAD, SUITE 800 PHOENIX, AZ 85016 |
X | X | ||
Indigo Miramar LLC C/O INDIGO PARTNERS LLC 2525 EAST CAMELBACK ROAD, SUITE 800 PHOENIX, AZ 85016 |
X | X | ||
FRANKE WILLIAM A C/O INDIGO PARTNERS LLC 2525 EAST CAMELBACK ROAD, SUITE 800 PHOENIX, AZ 85016 |
X | X |
/s/Thomas Canfield, as Attorney-in-Fact for Indigo Florida, L.P. | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/Thomas Canfield, as Attorney-in-Fact for Indigo Miramar LLC | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/Thomas Canfield, as Attorney-in-Fact for William Franke | 12/22/2011 | |
**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) | Indigo Miramar LLC made a pro rata in-kind distribution of an aggregate of 8,634,839 shares of Common Stock of the Issuer to its members for no consideration on December 21, 2011, solely constituting a change in beneficial ownership. |
(2) | Shares held by Indigo Miramar LLC. |
(3) | Shares held by Indigo Florida, L.P. |
(4) | Indigo Pacific Partners LLC is the sole member of Indigo Pacific Capital LLC, which is the general partner of Indigo Pacific Management LP, which is the general partner of Indigo Florida, L.P. Indigo Management LLC is the manager of Indigo Miramar LLC. William Franke, a member of the Issuer's board of directors, is a managing member of Indigo Pacific Partners LLC and a manager of Indigo Management LLC and shares voting and investment power over the shares held by Indigo Florida, L.P. and by Indigo Miramar LLC. Mr. Franke disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. |