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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 to purchase common stock | (6) | 12/14/2007 | P | 12,500 | 12/14/2007 | 12/14/2012 | Common Stock | 12,500 | (1) | 12,500 | I (2) | By BRMR, LLC (3) | |||
Warrants to purchase common stock | (6) | 12/14/2007 | P | 18,750 | 12/14/2007 | 12/14/2012 | Common Stock | 18,750 | (1) | 18,750 | I (2) | By Seneca Ventures (3) | |||
Warrants to purchase common stock | (6) | 12/14/2007 | P | 50,000 | 12/14/2007 | 12/14/2012 | Common Stock | 50,000 | (1) | 50,000 | I (2) | By Wheatley MedTech Partners (3) | |||
Warrants to purchase common stock | (6) | 12/14/2007 | P | 75,000 | 12/14/2007 | 12/14/2012 | Common Stock | 75,000 | (1) | 75,000 | I (2) | By Wheatley New York Partners (3) | |||
Warrants to purchase common stock | (6) | 12/14/2007 | P | 25,000 | 12/14/2007 | 12/14/2012 | Common Stock | 25,000 | (1) | 25,000 | I (2) | By Woodland Venture (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RUBENSTEIN BARRY 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK, NY 11021 |
X | |||
LIEBER IRWIN 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK, NY 11021 |
X | |||
FINGERHUT BARRY K 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK, NY 11021 |
X | |||
LIEBER SETH 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK, NY 11021 |
X | |||
LIEBER JONATHAN 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK, NY 11021 |
X |
/s/ RUBENSTEIN, BARRY | 12/21/2007 | |
**Signature of Reporting Person | Date | |
/s/ LIEBER, IRWIN | 12/21/2007 | |
**Signature of Reporting Person | Date | |
/s/ FINGERHUT, BARRY K. | 12/21/2007 | |
**Signature of Reporting Person | Date | |
/s/ LIEBER, SETH | 12/21/2007 | |
**Signature of Reporting Person | Date | |
/s/ LIEBER, JONATHAN | 12/21/2007 | |
**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 reported securities were purchased from the Issuer on December 14, 2007 as part of a sale by the Issuer of units for $4 per unit. Each unit consisted of one share of common stock and one warrant to purchase 0.5 of a share of common stock. |
(2) | This report is filed jointly by Barry Rubenstein, Irwin Lieber, Barry K. Fingerhut, Seth Lieber and Jonathan Lieber, all of whom may be deemed to be beneficial owners of more than 10% of the outstanding common stock of the Issuer as described in footnote (3) below. |
(3) | Messrs. Rubenstein, Lieber, Fingerhut, Lieber and Lieber are members of the general partner of each of Wheatley MedTech Partners, L.P. and Wheatley New York Partners LP. Mr. Rubenstein is also a general partner of each of Woodland Venture Fund and Seneca Ventures, and the Chief Executive Officer and a member of BRMR, LLC. Messrs. Rubenstein, Lieber, Fingerhut, Lieber and Lieber disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
(4) | The securities were acquired as liquidated damages for the Issuer's failure to timely file a registration statement registering a portion of Wheatley MedTech Partners L.P.'s and Wheatley New York Partners LP's shares. |
(5) | The securities were acquired pursuant to certain anti-dilution protections provided to Wheatley MedTech Partners, L.P. and Wheatley New York Partners LP in a prior private offering. |
(6) | The exercise price is $7.00 per share unless the warrants are exercised prior to the later of (i) April 30, 2008 or (ii) thirty days after a registration statement registering the shares of common stock underlying the warrants is declared effective by the Securities and Exchange Commission, in which case the exercise price will be $5.00 per share. |