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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 | ||||||||
Stock Purchase Warrants (right to buy) | $ 1.03 | 09/30/2011 | H(2) | 1,000,000 | 12/22/2008 | 12/22/2013 | Common Stock | 1,000,000 | (2) | 0 | D | ||||
Stock Purchase Warrants (right to buy) | $ 1.03 | 09/30/2011 | P(2) | 1,000,000 | 12/22/2008 | 06/22/2014 | Common Stock | 1,000,000 | (2) | 1,000,000 | D | ||||
Series B Convertible Preferred Stock | $ 0.75 (3) | 12/22/2008 | (3)(4) | Common Stock | 5,377,334 | 4,033 | D | ||||||||
Series B Convertible Preferred Stock | $ 0.75 (4) | 12/22/2008 | (3)(4) | Common Stock | 937,334 | 703 | I | By Rainbow Gate Corporation (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STILLWATER LLC 15 EAST 62ND STREET NEW YORK, NY 10065-7204 |
X |
Mortimer D.A. Sackler, President of Stillwater Holdings LLC (f/k/a Stillwater LLC) | 10/04/2011 | |
**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 securities are owned solely by Rainbow Gate Corporation. The sole member of Reporting Person is the investment manager of Rainbow Gate Corporation, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of these securities except to the extent of its pecuniary interest therein. |
(2) | The Stock Purchase Warrants acquired on December 22, 2008 as part of a private placement by the Issuer was amended pursuant to Amendment #1 to Warrant No. 333, dated as of September 30, 2011, which extended the expiration date from December 22, 2013 to June 22, 2014. This amendment is reported above as the cancellation of the "old" warrant and the acquisition of a new one. |
(3) | The shares of Series B Convertible Preferred Stock have the rights and preferences set forth on the Certificate of Designations of Series B Convertible Preferred Stock filed with the Secretary of State for the State of Delaware on December 19, 2008. The Series B Convertible Preferred Stock has a stated value of $1,000 per share and currently has a conversion price of $0.75 per share. |
(4) | The shares of Series B Convertible Preferred Stock were purchased on December 22, 2008 as part of a private placement with the Issuer in accordance with the Securities Purchase Agreement, dated December 18, 2008, between the Issuer and the holder. |