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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 (Right to Purchase) | $ 0.6 | 11/29/2012 | P | 1,647,722 | 11/29/2012 | 11/29/2016 | Common Stock | 1,647,722 | (1) | 1,647,722 | I | See (4) (5) | |||
Warrants (Right to Purchase) | $ 0.5 | 11/30/2012 | H | 202,703 | 11/05/2012 | 11/05/2017 | Common Stock | 202,703 | (1) | 0 | I | See (4) (5) | |||
Warrants (Right to Purchase) | $ 0.3138 | 11/30/2012 | P | 202,703 | 11/30/2012 | 11/05/2017 | Common Stock | 202,703 | (1) | 202,703 | I | See (4) (5) | |||
Warrants (Right to Purchase) | $ 0.5 | 11/29/2012 | H | 1,351,352 | 08/28/2012 | 08/28/2017 | Common Stock | 1,351,352 | (1) | 0 | I | See (4) (5) | |||
Warrants (Right to Purchase) | $ 0.3138 | 11/29/2012 | P | 1,351,352 | 11/29/2012 | 08/28/2017 | Common Stock | 1,351,352 | (1) | 1,351,352 | I | See (4) (5) | |||
Warrants (Right to Purchase) | $ 0.3138 (2) | 11/29/2012 | H | 3,485,500 (3) | 01/10/2012 | 01/10/2016 | Common Stock | 3,485,500 (3) | (1) | 0 | I | See (4) (5) | |||
Warrants (Right to Purchase) | $ 0.3138 | 11/29/2012 | P | 3,485,500 (3) | 11/29/2012 | 01/10/2016 | Common Stock | 3,485,500 | (1) | 3,485,500 | I | See (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REGALS CAPITAL MANAGEMENT LP 152 WEST 57TH STREET 9TH FLOOR NEW YORK, NY 10019 |
X | |||
Regals Fund LP 152 WEST 57TH STREET, 9TH FLOOR NEW YORK, NY 10019 |
X | |||
Slager David Mark 152 WEST 57TH STREET, 9TH FLOOR NEW YORK, NY 10019 |
X |
David M. Slager, as Managing Member of Regals Capital Holdings LLC, general partner of Regals Capital Management LP | 12/13/2012 | |
**Signature of Reporting Person | Date | |
David M. Slager, as Managing Member of Regals Fund GP LLC, general partner of Regals Fund, LP | 12/13/2012 | |
**Signature of Reporting Person | Date | |
David M. Slager | 12/13/2012 | |
**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) | On November 29, 2012, the Regals Fund LP, a Delaware limited partnership (the "Fund"), and the issuer amended the terms of the warrants previously issued by the issuer to the Fund by: (a) changing the exercise price of such warrants to $.3118, and/or (b) deleting any anti-dilution provisions with respect to new issuances from such warrants. In exchange for agreeing to amend the warrants, the Fund received an additional warrant exercisable for 1,647,722 shares of common stock and an option from an affiliate of the issuer to purchase up to 1,352,278 shares of common stock at a variable exercise price upon a trigger event. |
(2) | The exercise price for such warrants reflects the exercise price after taking into account anti-dilution adjustments that occurred pursuant to the terms of such warrants (prior to the amendments described in note #1 above). |
(3) | The number of shares underlying such warrants reflect the number of shares the warrants are exercisable for after taking into account anti-dilution adjustments that occurred pursuant to the terms of such warrants (prior to the amendments described in note #1 above). |
(4) | Regals Capital Management LP, a Delaware limited partnership ("Regals Management"), the Fund, and David M. Slager ("Mr. Slager"), are the reporting persons (the "Reporting Persons") for the referenced securities. Mr. Slager is Managing Member of the general partner of Regals Management. Regals Management is the investment manager of the Fund. The shares of the issuer's common stock reported herein are held for the account of the Fund. |
(5) | As a result, each of the Reporting Persons may be deemed to be a beneficial owner of the securities owned by the Fund for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). Pursuant to Rule 16a-1(a)(4) under the Act, Regals Management and Mr. Slager disclaim beneficial ownership in the securities owned by the Fund except to the extent, if any, of their pecuniary interest therein. |