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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 | |
MEZZANINE MANAGEMENT LTD CENTURY HOUSE, 16 PAR LA VILLE ROAD HAMILTON, D0 |
X | |||
MEZZANINE MANAGEMENT FUND IV COINVEST A L.P. CENTURY HOUSE, 16 PAR LA VILLE ROAD HAMILTON, D0 |
X | |||
MEZZANINE MANAGEMENT FUND IV A CENTURY HOUSE, 16 PAR LA VILLE ROAD HAMILTON, D0 |
X |
/s/ Christoper C. Morris | 06/05/2009 | |
**Signature of Reporting Person | Date | |
/s/ Christoper C. Morris | 06/05/2009 | |
**Signature of Reporting Person | Date | |
/s/ Christoper C. Morris | 06/05/2009 | |
**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) | Reflects the weighted average price of 151,000 shares of common stock of the Issuer purchased by the reporting persons in multiple transactions on June 3, 2009 with the purchase price ranging from $0.94 to $1.00 per share. The reporting persons undertake to provide upon request by the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. |
(2) | Includes (i) 1,875,000 shares of common stock, subject to adjustment for certain anti-dilution protection, issuable upon conversion of Series A Preferred Stock and (ii) 2,727,300 shares of common stock, subject to adjustment for certain anti-dilution protection, issuable upon conversion of Series B Preferred Stock. The shares of common stock are beneficially owned by the reporting persons through a "group" for purposes of Section 13D of the Exchange Act. The group is composed of the following entities and individuals: Mezzanine Management Fund IV A, L.P. ("Fund IV"), Mezzanine Management Fund IV Coinvest A, L.P. ("Coinvest"), and Mezzanine Management Limited ("Mezzanine"). Fund IV shares voting and dispositive power over 5,092,100 of the shares. Coinvest A shares voting and dispositive power over 69,700 of the shares. Mezzanine has voting and dispositive power over all 5,161,800 shares. |
(3) | Reflects the weighted average price of 20,000 shares of common stock of the Issuer purchased by the reporting persons in multiple transactions on June 4, 2009 with the purchase price ranging from $0.95 to $1.00 per share. The reporting persons undertake to provide upon request by the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. |
(4) | Includes (i) 1,875,000 shares of common stock, subject to adjustment for certain anti-dilution protection, issuable upon conversion of Series A Preferred Stock and (ii) 2,727,300 shares of common stock, subject to adjustment for certain anti-dilution protection, issuable upon conversion of Series B Preferred Stock. The shares of common stock are beneficially owned by the reporting persons through a "group" for purposes of Section 13D of the Exchange Act. The group is composed of the following entities and individuals: Fund IV, Coinvest, and Mezzanine. Fund IV shares voting and dispositive power over 5,112,100 of the shares. Coinvest A shares voting and dispositive power over 69,700 of the shares. Mezzanine has voting and dispositive power over all 5,181,800 shares. |
(5) | Includes (i) 1,875,000 shares of common stock, subject to adjustment for certain anti-dilution protection, issuable upon conversion of Series A Preferred Stock and (ii) 2,727,300 shares of common stock, subject to adjustment for certain anti-dilution protection, issuable upon conversion of Series B Preferred Stock. The shares of common stock are beneficially owned by the reporting persons through a "group" for purposes of Section 13D of the Exchange Act. The group is composed of the following entities and individuals: Fund IV, Coinvest, and Mezzanine. Fund IV shares voting and dispositive power over 5,198,600 of the shares. Coinvest A shares voting and dispositive power over 69,700 of the shares. Mezzanine has voting and dispositive power over all 5,268,300 shares. |