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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 | ||||||||
| Subscription Rights | $ 10 | 09/14/2010 | M | 9,392 | 07/29/2010 | 08/18/2010 | Series A Convertible Redeemable Preferred Stock | 9,392 | $ 0 | 0 | D | ||||
| Series A Convertible Redeemable Preferred Stock | $ 1.3 (1) | 09/14/2010(2) | M | 9,392 | (3) | (3) | Common Stock | 72,246 (1) | $ 10 (4) | 9,392 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Keenan W Howard JR 410 PARK AVENUE 19TH FLOOR NEW YORK, NY 10022-4407 |
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| /s/ W. Howard Keenan, Jr. | 09/16/2010 | |
| **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 Series A Convertible Redeemed Preferred Stock (the "Preferred Stock") is entitled to be converted by the holder thereof into a number of shares of common stock determined by dividing (i) the sum of (A) $10.00 plus (B) accrued but unpaid dividends by (ii) the conversion price, which is initially $1.30. Each share of Preferred Stock is initially convertible into 7.692308 shares of common stock. The conversion price and resulting number of shares of common stock issued upon conversion of Preferred Stock will be adjusted to reflect stock splits and similar events and will be entitled to anti-dilution adjustments for any dividends paid on common stock in cash or in common stock, the issuance of additional equity securities at a price less than the conversion price on a weighted average basis, and the occurrence of certain material corporate transactions at a per share valuation less than the conversion price. |
| (2) | The subscription rights expired on August 18, 2010; however, the closing of the rights offering and the issuance of the Preferred Stock did not occur until September 14, 2010. |
| (3) | The Preferred Stock is convertible at any time, at the holder's election, and is redeemable on or after September 14, 2018, at the holder's election. |
| (4) | Represents the exercise price of each subscription right entitling the holder to acquire, for $10.00 in cash, one share of Preferred Stock. |