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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 | ||||||||
Warrants | $ 5.5 | 11/30/2007 | P | 175,000 | (4) | (4) | Common Stock | 175,000 | (1) | 2,975,000 | I | see footnote (3) | |||
Warrants | $ 5.5 | 12/04/2007 | P | 37,500 | (4) | (4) | Common Stock | 37,500 | (2) | 3,012,500 | I | see footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HUGHES DONALD W 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD 21202 |
X | X | Secretary and CFO |
/s/ Donald W. Hughes Donald W. Hughes | 12/04/2007 | |
**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) | The 175,000 shares of common stock and warrants purchased by the reporting person on November 30, 2007 were purchased at the IPO price of $8.00 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock. |
(2) | The 37,500 shares of common stock and warrants purchased by the reporting person on December 4, 2007 were purchased at a price of $8.00 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock. |
(3) | Managing member of Camden Learning LLC and may be deemed to beneficially own its shares. |
(4) | The warrants will become exercisable by Camden Learning LLC on the later of: (i) November 30, 2008 or (ii) the consummation by the Company of a Business Combination (as defined in the Company's IPO prospectus) and expiring on November 30, 2011. |