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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Series C Preferred Stock | $ 1.4 (1) (2) | 11/04/2009 | Â | J4 (1) | Â | 892,858 (1) | Â (4) | Â (4) | Common Stock | $ 0 (1) | 0 (1) | By Subsidiary (3) | ||
Warrant to Purchase Common Stock | $ 1.4 | 11/04/2009 | Â | J4 (5) | Â | 3,214,289 (5) | Â (6) | Â (6) | Common Stock | $ 0 (1) | 0 (1) | By Subsidiary (3) | ||
Warrant to Purchase Common Stock | $ 0.5 | 11/04/2009 | Â | J4 (5) | 3,671,771 (5) | Â | Â (7) | 10/31/2019 | Common Stock | $ 0 (1) | 3,671,771 (5) | By Subsidiary (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N. TRYON ST. CHARLOTTE, NC 28255 |
 |  X |  |  |
MERRILL LYNCH, PIERCE, FENNER & SMITH INC. ONE BRYANT PARK NEW YORK, NY 10036 |
 |  X |  |  |
/s/ Debra Cho | 02/04/2010 | |
**Signature of Reporting Person | Date | |
/s/ Robert Shine | 02/04/2010 | |
**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) | Pursuant to an Amended and Restated Conversion Agreement dated November 4, 2009 (the "Conversion Agreement"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS") surrendered and exchanged 892,858 shares of Uni-Pixel, Inc. Series C Preferred Stock ("Preferred Stock") for 8,717,819 shares of Uni-Pixel common stock ("Common Stock"), which included 377,594 shares relating to additionally awarded dividends. |
(2) | Each share of Preferred Stock was convertible into a number of shares of Common Stock equal to the quotient obtained by dividing $11.20, plus accrued and unpaid dividends, and any other declared and unpaid dividends, by $1.40. |
(3) | The transactions reported on this Form 5 were effected by MLPFS, an indirect, wholly owned subsidiary of Bank of America Corporation. |
(4) | The Preferred Stock was convertible at any time and had no expiration date. |
(5) | Pursuant to the Conversion Agreement, a warrant to purchase 3,214,289 shares of Common Stock for a purchase price of $1.40 per share was cancelled, and a new warrant to purchase 3,671,771 shares of Common Stock for a purchase price of $0.50 was issued to MLPFS. |
(6) | The original warrant was exercisable until it was forfeited and exchanged pursuant to the Conversion Agreement. |
(7) | The new warrant is currently exercisable. |