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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 | ||||||||
Stock Option | $ 2 | 12/28/2006 | D(1) | 200,000 | 09/30/2006(4) | 03/31/2011 | Common Stock | 200,000 | (2) | 0 | D | ||||
Stock Option | $ 2.6 | 12/28/2006 | A(1) | 200,000 | 09/30/2006(4) | 03/31/2011 | Common Stock | 200,000 | (2) | 200,000 | D | ||||
Stock Option | $ 2.25 | 12/28/2006 | D(1) | 200,000 | (3) | 03/31/2011 | Common Stock | 200,000 | (2) | 0 | D | ||||
Stock Option | $ 2.6 | 12/28/2006 | A(1) | 200,000 | (3) | 03/31/2011 | Common Stock | 200,000 | (2) | 200,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MOORE JOHN A C/O ACORN FACTOR, INC. MAHWAH, NJ 07430 |
Chief Executive Officer |
/s/ Sheldon Krause as Attorney-in-Fact | 01/03/2007 | |
**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) | These options, granted on March 27, 2006, were modified on December 28, 2006 to increase the exercise price to $2.60, the fair market value of the Issuer's Common Stock on the date of grant. The modification was made pursuant to transition relief under Internal Revenue Code Section 409A. |
(2) | N/A. |
(3) | Vested with respect to 100,000 and subject to accelerated vesting with respect to the remaining 100,000 upon the earlier of (a) the Issuer's Common Stock achieving a five-day average closing market price of $5.00 or greater per share, (b) the termination of Mr. Moore's employment by the Issuer without Cause, (c) termination by Mr. Moore of his employment with the Issuer for Good Reason (d) a Change of Control of the Issuer (each as defined in Mr. Moore's Option Agreement with the Issuer) or (e) March 30, 2009. |
(4) | Subject to accelerated vesting upon (a) termination of Mr. Moore's employment without Cause, (b) termination by Mr. Moore of his employment with Issuer for Good Reason or (c) a Change of Control of the issuer (each as defined in Mr. Moore's Option Agreement with the Issuer). |