1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
7 1/2% Series A-1 Preferred Convertible Stock (6,572 shares
(3)
|
10/20/2010(3)
|
Â
(3)
|
Common Stock
|
10,094,592
(3)
|
$
0.651
(3)
|
D
|
Â
|
7 1/2% Series A-1 Convertible Preferred Stock (2,249 shares)
(3)
|
10/20/2010(3)
|
Â
(3)
|
Common Stock
|
3,454,464
(3)
|
$
0.651
(3)
|
I
|
by Santa Fe
(1)
|
7 1/2% Series A-1 Convertible Preferred Stock (4,410 shares)
(3)
|
10/20/2010(3)
|
Â
(3)
|
Common Stock
|
6,773,260
(3)
|
$
0.651
(3)
|
I
|
by Portsmouth
(2)
|
Warrants to Purchase Common Stock
|
Â
(4)
|
Â
(5)
|
Common Stock
|
40,000
|
$
4
|
D
|
Â
|
Warrants to Purchase Common Stock
|
Â
(4)
|
Â
(6)
|
Common Stock
|
20,000
|
$
4
|
I
|
by Santa Fe
(1)
|
Warrants to Purchase Common Stock
|
Â
(4)
|
Â
(5)
|
Common Stock
|
40,000
|
$
4
|
I
|
by Portsmouth
(2)
|
Warrants to Purchase Common Stock
|
Â
(4)
|
Â
(7)
|
Common Stock
|
87,500
|
$
3.5
|
D
|
Â
|
Warrants to Purchase Common Stock
|
Â
(4)
|
Â
(8)
|
Common Stock
|
43,750
|
$
3.5
|
I
|
by Santa Fe
(1)
|
Warrants to Purchase Common Stock
|
Â
(4)
|
Â
(7)
|
Common Stock
|
87,500
|
$
3.5
|
I
|
by Portsmouth
(2)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Santa Fe Financial Corporation ("Santa Fe") is a 76%-owned subsidiary of The InterGroup Corporation ("InterGroup"). |
(2) |
Portsmouth Square, Inc. ("Portsmouth") is a 68.8%-owned subsidiary of Santa Fe. InterGroup owns an additional 11.7% of Portsmouth. |
(3) |
Each share of 7 1/2% Series A-1 Convertible Preferred Stock ("A-1 Preferred") has a stated value of $1,000 per share and can be converted into shares of Common Stock at the holder's election at a rate of $0.651 per share (subject to certain adjustments). A-1 Preferred shares are convertible at any time after issuance (10/20/2010) and have no expiration. |
(4) |
All Warrants are presently exercisable. |
(5) |
Warrants expire as follow: April 30, 2013 - 10,000 shares; June 7, 2013 - 10,000; and August 12, 2013 - 20,000 shares. |
(6) |
Warrants expire as follow: April 30, 2013 - 5,00 shares; June 7, 2013 - 5,000 shares; August 12, 2013 - 10,000 shares. |
(7) |
Warrants expire as follow:December 9, 2012 - 12,500 shares; January 19, 2013 - 12,500 shares; April 20, 2013 - 12,500 shares; May 11, 2013 - 12,500 shares; June 8, 2013 - 12,500 shares; June 14, 2013 - 12,500 shares; and June 21, 2013 -12,500 shares. |
(8) |
Warrants expire as follow: December 9, 2012 - 6,250 shares; January 19, 20103 - 6,250 shares; April 20, 2013 - 6,250 shares; May 11, 2013 - 6,250 shares; June 8, 2013 - 6,250 shares; June 14, 2013 - 6,250 shares; and June 21, 2013 - 6,250 shares. |