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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 | ||||||||
Convertible Promissory Note | $ 0.5 | 03/15/2010 | P | $ 300,000 (1) | 03/15/2010 | (1) | Common Stock | 600,000 (1) | (1) | 600,000 (1) | I (2) | By Subsidiary (2) | |||
Warrant to Purchase Common Stock | $ 0.5 | 03/15/2010 | P | 150,000 (3) | 03/15/2010 | 12/31/2019(3) | Common Stock | 150,000 (3) | (3) | 150,000 (3) | I (2) | By Subsidiary (2) |
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/ Angelina Richardson, Vice President | 03/17/2010 | |
**Signature of Reporting Person | Date | |
/s/ Lawrence Emerson, Attorney-in-Fact | 03/17/2010 | |
**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) | On March 15, 2010, Merrill Lynch, Pierce, Fenner & Smith ("MLPFS") acquired Convertible Promissory Notes (the "Notes") in the principal amount of $300,000. The Notes are due and payable at maturity together with interest at the rate of 8% per annum. The maturity date is the earlier of March 15, 2011 or the successful raise of the next equity financing (or series of financings) aggregating at least $10,000,000 in gross proceeds. The Notes are convertible by MLPFS at any time at a conversion price of $0.50 per share, subject to anti-dilution provisions provided in the Notes. The Notes are convertible into 600,000 shares of Uni-Pixel common stock ("Common Stock"). |
(2) | The transactions reported on this Form 4 were effected by MLPFS, an indirect, wholly owned subsidiary of Bank of America Corporation. |
(3) | On March 15, 2010, MLPFS acquired a warrant (the "Warrant"), which entitles MLPFS to purchase 150,000 shares of Common Stock at an exercise price of $0.50 per share from the date of issuance through the close of business on December 31, 2019 (the "Warrant Expiration Date"). The Warrant may be exercised at any time after issuance until the Warrant Expiration Date through the use of cashless exercise provisions that are described in the Warrant. |