|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Note | $ 5 (3) | 12/10/2010 | C(2) | $ 300,000 | 03/15/2010 | (5) | Common Stock | 63,551 (2) (3) | $ 0 | 0 | I | By subsidiary (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST. 25TH FLOOR CHARLOTTE, NC 28255 |
X | |||
MERRILL LYNCH, PIERCE, FENNER & SMITH INC. ONE BRYANT PARK NEW YORK, NY 10036 |
X |
/s/ Jeffrey M. Atkins, Jeffrey M. Atkins, Managing Director of Bank of America Corporation | 02/10/2011 | |
**Signature of Reporting Person | Date | |
/s/ Gary M. Tsuyuki, Gary M. Tsuyuki, Managing Director of Merrill Lynch, Pierce, Fenner & Smith Incorporated | 02/10/2011 | |
**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) | The number of shares of common stock that was previously reported by the reporting persons has been adjusted to reflect the one-for-fifteen reverse stock split of the common stock that occurred on December 10, 2010 (the "Reverse Stock Split"). |
(2) | On December 10, 2010, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a wholly owned subsidiary of Merrill Lynch & Co., Inc., a wholly owned subsidiary of Bank of America Corporation, converted a Convertible Promissory Note in the principal amount of $300,000 (the "Note"), including accrued interest thereon, pursuant to the Note's terms into 63,551 shares of common stock. |
(3) | Pursuant to the Note's anti-dilution provisions (and after giving effect to the Reverse Stock Split), the Note was convertible into shares of common stock at the price per share at which the issuer sold common stock in its public offering that commenced on December 10, 2010, $5.00 per share. Absent such anti-dilution provisions, the Note would have been convertible into shares of common stock at the rate of $7.50 per share. |
(4) | The transactions reported on this Form 4 were effected by MLPFS. |
(5) | If not first converted, the Note would have matured on the earlier of: (a) March 15, 2011 and (b) the date that Uni-Pixel successfully raised $10,000,000 in aggregate gross proceeds pursuant to one or more equity financings, which occurred on December 15, 2010. |