|
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 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 | ||||||||
Series A Cumulative Convertible Preferred Stock | $ 3 | 02/04/2008 | P | 200 | (2) | (2) | Common Stock | 666,666 | $ 10,000 | 1,768.8409 | I (1) | By SCO Capital Partners LLC | |||
Common Stock Purchase Warrants | $ 3.5 | 02/04/2008 | P | 333,333 | 02/04/2008 | 02/04/2014 | Common Stock | 333,333 | $ 0 (3) | 333,333 | I (1) | By SCO Capital Partners LLC | |||
Placement Agent Warrants | $ 3.5 | 02/04/2008 | P | 39,667 | 02/04/2008 | 02/04/2014 | Common Stock | 39,667 | $ 0 (4) | 39,667 | I (1) | By SCO Capital Partners LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR NEW YORK, NY 10019 |
X | |||
SCO CAPITAL PARTNERS L P C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR NEW YORK, NY 10019 |
X | |||
Beach Capital LLC C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR NEW YORK, NY 10019 |
X | |||
Rouhandeh Steven H C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR NEW YORK, NY 10019 |
X |
Beach Capital LLC, by Steven H. Rouhandeh, Managing Member | 02/06/2008 | |
**Signature of Reporting Person | Date | |
SCO Capital Partners, L.P., by Steven H. Rouhandeh, Managing Member of General Partner | 02/06/2008 | |
**Signature of Reporting Person | Date | |
SCO Capital Partners LLC, by Steven H. Rouhanden, Managing Member | 02/06/2008 | |
**Signature of Reporting Person | Date | |
Steven H. Rouhandeh | 02/06/2008 | |
**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) | This Form 4 is being filed by Steven H. Rouhandeh individually and by SCO Capital Partners, L.P., SCO Capital Partners LLC and Beach Capital LLC. Mr. Rouhandeh is the managing member of SCO Capital Partners LLC, Beach Capital LLC and the entity that is the general partner of SCO Capital Partners, L.P. |
(2) | These securities are exercisable at any time and have no expiration date. |
(3) | These warrants were issued as additional consideration for the purchase of the Series A Cumulative Convertible Preferred Stock. |
(4) | These securities were initially received by SCO Securities LLC as partial consideration for its services in connection with the private placement effected by the Issuer on February 4, 2008. These securities were allocated to SCO Capital Partners LLC, an affiliate of SCO Securities LLC. |