UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants to purchase common stock (2) | Â (3) | 11/29/2011 | Common Stock | 60,000 | $ 5 | D (1) | Â |
Warrants to purchase common stock (4) | Â (3) | 12/14/2012 | Common Stock | 226,680 | $ 3.46 | D (1) | Â |
Warrants to purchase common stock | Â (3) | 11/29/2016 | Common Stock | 202,671 | $ 13 | D (1) | Â |
Warrants to purchase common stock | Â (3) | 11/29/2016 | Common Stock | 202,671 | $ 18 | D (1) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wheatley New York Partners LP 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK, NY 11021 |
 |  X |  |  |
RUBENSTEIN BRIAN 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK, NY 11021 |
 |  X |  |  |
WAGENBERG LAWRENCE 80 CUTTERMILL ROAD SUITE 302 GREAT NECK, NY 11021 |
 |  X |  |  |
WHEATLEY NY PARTNERS LLC 80 CUTTERMILL ROAD SUITE 302 NEW YORK, NY 11021 |
 |  X |  |  |
By: By Wheatley NY Partners LLC, its general partner, by Barry Rubenstein, Chief Executive Officer | 06/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ RUBENSTEIN, BRIAN | 06/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ WAGENBERG, LAWRENCE | 06/20/2008 | |
**Signature of Reporting Person | Date | |
By: By Barry Rubenstein, Chief Executive Officer | 06/20/2008 | |
**Signature of Reporting Person | Date |
* | 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) | This is a group filing of Wheatley New York Partners LP, its general partner, Wheatley NY Partners LLC, and certain members of the general partner (Brian Rubenstein and Lawrence Wagenberg). The members of the general partner exercise investment and voting control over these securities. The general partner and its members disclaim beneficial ownership of shares held by Wheatley New York Partners LP, except to the extent of their respective pecuniary interest therein. |
(2) | This warrant was originally exercisable for 46,830 shares at an exercise price of $7.00 per share, but was adjusted pursuant to certain anti-dilution protections provided to Wheatley New York Partners LP in a private offering. |
(3) | The reported securities are fully vested and immediately exercisable. |
(4) | This warrant was originally exercisable for 75,000 shares at an exercise price of $7.00 per share unless the warrants were 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 was declared effective by the Securities and Exchange Commission, in which case the exercise price was to be $5.00 per share, but was adjusted pursuant to certain anti-dilution protections provided to Wheatley New York Partners LP in a private offering. |