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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 | ||||||||
| Employee Stock Options (right to buy) | $ 1.5 | 12/21/2012 | D(1) | V | 30,000 | 12/21/2008(2) | 12/21/2017 | Common Stock | 30,000 | $ 0 | 664,800 | D | |||
| Employee Stock Options (right to buy) | $ 1.5 | 12/21/2012 | D(1) | V | 80,000 | 04/21/2009(3) | 04/21/2018 | Common Stock | 80,000 | $ 0 | 584,800 | D | |||
| Employee Stock Options (right to buy) | $ 1.545 | 12/21/2012 | D(1) | V | 127,400 | 05/20/2011(4) | 05/20/2020 | Common Stock | 127,400 | $ 0 | 457,400 | D | |||
| Employee Stock Options (right to buy) | $ 1.545 | 12/21/2012 | D(1) | V | 127,400 | 05/20/2011(5) | 05/20/2020 | Common Stock | 127,400 | $ 0 | 330,000 | D | |||
| Employee Stock Options (right to buy) | $ 1.545 | 12/21/2012 | D(1) | V | 75,000 | 06/20/2010(6) | 05/20/2020 | Common Stock | 75,000 | $ 0 | 255,000 | D | |||
| Employee Stock Options (right to buy) | $ 1.54 | 12/21/2012 | D(1) | V | 75,000 | 06/10/2011(7) | 05/10/2021 | Common Stock | 75,000 | $ 0 | 180,000 | D | |||
| Employee Stock Options (right to buy) | $ 0.945 | 12/21/2012 | A(8) | V | 313,275 | 10/15/2012(9) | 09/15/2022 | Common Stock | 313,275 | $ 0 | 493,275 (10) | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Dunkerley Hugh D P 10005 MUIRLANDS BLVD SUITE G IRVINE, CA 92618 |
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| /s/ Hugh Dunkerley | 12/21/2012 | |
| **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) | These previously awarded options have been terminated in exchange of a new award of options under different terms. |
| (2) | Options vested 1/5th every year for 5 years and have been fully vested as of December 21, 2012 |
| (3) | 1/4th of options vested on April 21, 2009 and 1/48th of options vested monthly thereafter. The options have been fully vested as of April 21, 2012. |
| (4) | Options vested 50% over two years beginning on May 20, 2011 and have been fully vested as of May 20, 2012. |
| (5) | Options vested 50 over two years beginning on May 20, 2011; provided further that, these options are only exercisable based on the percentage of warrants exercised as of such vesting date that were issued under that certian Subscription Agreement, dated as of April 22, 2010, between the Issuer and the subscribers named therein. Specifically, if 25% to 49.9% of such warrant have been exercised, then 25% of these options are exercisable; if 50% to 74.9% of such warrant have been exercised, then 50% of these options are exercisable; and if 75% or more of such warrants have been exercised, then 100% of these options are exercisable. |
| (6) | Options vested 1/12th ebery month for 12 months and have been fully vested as of May 20, 2011. |
| (7) | Options vested 1/12th every month for 12 months and have been fully vested as of May 10, 2012. |
| (8) | These new options are awarded by terminating the previously awarded options under different terms. |
| (9) | Options vest 1/12th every month for 12 months and will be fully vested as of September 15, 2013. |
| (10) | The total includes 180,000 options under different terms. |