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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 Preferred Stock | $ 2.17 | 08/19/2005 | J(2) | 230,513 | (3) | (4) | Common Stock | 2,122,448 | $ 0 | 2,769 | D | ||||
Tranche A Warrants | $ 40 | 08/19/2005 | J(5) | 96,831 | (3) | 05/14/2006 | Series B Convertible Preferred Stock | 96,831 | $ 0 | 2,769 (6) | D | ||||
Series B Convertible Preferred Stock | $ 2.17 | 08/19/2005 | J(7) | 4,929 | (3) | (4) | Common Stock | 45,383 | $ 0 | 4,929 | D | ||||
Series B Convertible Preferred Stock | $ 2.17 | 08/19/2005 | C | 4,929 | 08/19/2005 | (4) | Common Stock | 45,383 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
IMAGE INVESTOR PORTFOLIO A SEP SER OF MEMPHIS ANGELS LLC 6410 POPLAR AVENUE, SUITE 395 MEMPHIS, TN 38119 |
X | |||
MCGREW IV FRANK A 150 4TH AVE NORTH STE. 1050 NASHVILLE, TN 37219-2419 |
X | |||
PARADIGM HOLDINGS 1661 INTERNATIONAL DR STE.330 MEMPHIS, TN 38120 |
X | |||
MEMPHIS ANGELS LLC 1661 INTERNATIONAL DR STE 330 MEMPHIS, TN 38120 |
X | |||
PARADIGM CAPITAL EQUITY PARTNERS LLC 1661 INTERNATIONAL DR STE.330 MEMPHIS, TN 38120 |
X |
/s/Debra A. Wiles, as Attorney in Fact for Frank McGrew, IV, individually and as Managing Partner of Paradigm Holdings, Managing Member of Paradigm Capital Equity Partners, LLC, Manager of Image Investors Portfolio, a Separate Series of Memphis Angels LLC | 08/23/2005 | |
**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) | Distribution of 31,246 shares of common stock to the members of Image Investor Portfolio, including 1,252 shares to Paradigm Holdings, 2,228 shares of Common Stock to Frank McGrew, IV, and of 8,572 shares of common stock to one unaffiliated non-member. |
(2) | Distribution of 214,316 shares of Series B Convertible Preferred Stock to members of Image Investors Portfolio, including 2,769 shares to Paradigm Holdings, 4,929 shares to Frank McGrew, IV, and 18,966 shares of Series B Convertible Preferred Stock to one unaffiliated non-member. |
(3) | Exercisable at any time. |
(4) | No expiration date. |
(5) | Image Investors received the Tranche A Warrant which entitles Image to purchase 99,600 shares of Series B Preferred Stock in connection with a Securities Purchase Agreement between IPIX Corp. and Image Investors. Image is distributing the rights to purchase 89,640 shares of Series B Preferred Stock to its members and distributing the rights to purchase 9,960 shares of Series B Preferred Stock to one unaffiliated non-member. |
(6) | Paradigm Holdings received a Tranche A Warrant entitling it to purchase 996 shares of Series B Preferred Stock; Frank McGrew, IV, received a Tranche A Warrant entitling him to purchase 1,773 shares of Series B Preferred Stock. |
(7) | Pro rata distribution from Image Investors Portfoliao to Frank McGrew, IV, Managing Partner of Paradigm Holdings. |
(8) | Conversion of Series B Preferred Stock and sale of common stock by Frank McGrew, IV. |