1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series E Preferred
|
Â
(1)
|
Â
(2)
|
Common Stock
|
11,820
(3)
|
$
(4)
|
D
|
Â
|
Employee Stock Option (right to buy)
|
Â
(5)
|
12/02/2014 |
Common Stock
|
16,666
(6)
|
$
3
|
D
|
Â
|
Employee Stock Option (right to buy)
|
Â
(7)
|
07/06/2014 |
Common Stock
|
150,000
(6)
|
$
1.38
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 securities are exercisable immediately. |
(2) |
These securities do not have an expiration date. |
(3) |
Does not include shares of Common Stock that will be issued to the Reporting Person upon consummation of the Issuer's initial public offering (the "IPO") as a result of either (a) the distribution of the conditional dividend of shares of Common Stock declared by the Issuer's Board of Directors on September 8, 2005 in the event the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend") or (b) the Increased Conversion Rate (as defined in footnote 4 below). |
(4) |
Upon consummation of the IPO, every 3 shares of Series E Preferred Stock will be converted into 1 share of Common Stock; provided, however, if the price per share of shares sold in the IPO is less than $11.40, the conversion rate will be 1.128 shares of Common Stock for every 3 shares of Series E Preferred Stock (the "Increased Conversion Rate"). |
(5) |
The option becomes exercisable as to 25% of the shares on December 2, 2005, and becomes exercisable as to 1/48th of the shares each full month thereafter. |
(6) |
Does not include additional shares of Common Stock underlying the option if the Conditional Dividend is distributed upon consummation of the IPO. |
(7) |
The option is exercisable as to 25% of the shares as of July 6, 2005, and becomes exercisable as to 1/48th of the shares each full month thereafter. |