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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Title of Derivative Security | 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 | 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 Securities Underlying Derivative Security (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 Preferred Stock | $0.8 | 05/21/2008 (1) | J | 138.8885 | (1) | 05/21/2008 | Common Stock | 555,554 (1) | (1) | 0 | I | Footnote (6) | |||
Series B Preferred Stock | $0.8 | 05/21/2008 (1) | J | 148.2154 | 05/21/2008 | 05/21/2013 | Common Stock | 1,668,212 (1) | (1) | 148.2154 | I | Footnote (6) | |||
Series B Preferred Stock | $0.8 | 12/26/2008 (5) | S | 148.2154 | 05/21/2008 | 05/21/2013 | Common Stock | 1,668,212 (5) | (5) | 0 | I | Footnote (6) | |||
Warrants | $3 | 05/21/2008 (5) | J | 277,777 | 05/21/2008 | 05/21/2013 | Common Stock | 277,777 | (2) | 0 | I | Footnote (6) | |||
Warrants | $1.5 | 05/21/2008 (2) | J | 555,554 | 05/21/2008 | 05/21/2013 | Common Stock | 555,554 (5) | (2) | 555,554 | I | Footnote (6) | |||
Warrants | $1.5 | 12/26/2008 (5) | S | 555,554 | 05/21/2008 | 05/21/2013 | Common Stock | 555,554 (5) | (5) | 0 | I | Footnote (6) | |||
Warrants | $4 | 05/21/2008 | J | 277,777 | 05/21/2008 | 05/21/2013 | Common Stock | 277,777 | (2) | 0 | I | Footnote (6) | |||
Warrants | $2 | 05/21/2008 (2) | J | 555,554 | 05/21/2008 | 05/21/2013 | Common Stock | 555,554 (2) | (2) | 555,554 | I | Footnote (6) | |||
Warrants | $2 | 12/26/2008 (5) | S | 555,554 | 05/21/2008 | 05/21/2013 | Common Stock | 555,554 (5) | (5) | 0 | I | Footnote (6) | |||
Warrants | $0.6 | 05/21/2008 (2) | J | 1,709,569 | 05/21/2008 | 05/21/2013 | Common Stock | 1,709,569 (5) | (2) | 1,709,569 | I | Footnote (6) | |||
Warrants | $0.6 | 05/22/2008 (4) | S | 187,499 | 05/21/2008 | 05/21/2013 | Common Stock | 187,499 (4) | (4) | 1,522,070 | I | Footnote (6) | |||
Warrants | $0.6 | 12/26/2008 (5) | S | 1,522,070 | 05/21/2008 | 05/21/2013 | Common Stock | 1,522,070 (5) | (5) | 0 | I | Footnote (6) | |||
Warrants | $0.75 | 05/21/2008 (2) | J | 468,749 | 05/21/2008 | 05/21/2013 | Common Stock | 468,749 (2) | (2) | 468,749 | I | Footnote (6) | |||
Warrants | $0.75 | 05/22/2008 (4) | S | 234,374 | 05/21/2008 | 05/21/2013 | Common Stock | 234,374 (4) | (4) | 234,375 | I | Footnote (6) | |||
Warrants | $0.75 | 12/26/2008 (5) | S | 234,375 | 05/21/2008 | 05/21/2013 | Common Stock | 234,375 (5) | (5) | 0 | I | Footnote (6) | |||
Convertible Notes | $0.8 | 05/21/2008 (3) | J | 468,749 | 05/21/2008 | 05/21/2010 | Common Stock | 468,749 (3) | (3) | 468,749 | I | Footnote (6) | |||
Convertible Notes | $0.8 | 05/22/2008 (4) | S | 234,374 | 05/21/2008 | 05/21/2010 | Common Stock | 234,374 | $187,500 | 234,375 | I | Footnote (6) | |||
Convertible Notes | $0.8 | 12/26/2008 (5) | S | 234,375 | 05/21/2008 | 05/21/2010 | Common Stock | 234,375 (5) | (5) | 0 | I | Footnote (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
LESTER JAIME | X | |||
SOUNDPOST PARTNERS, LP | X | |||
SOUNDPOST CAPITAL, LP | X | |||
SOUNDPOST ADVISORS, LLC | X | |||
SOUNDPOST CAPITAL OFFSHORE, LTD. | X | |||
HFR HE SOUNDPOST MASTER TRUST | X | |||
On May 21, 2008, the Issuer converted its Series A Preferred Shares into Series B Preferred Shares. Each Share of series B preferred stock is convertible into 11,255.32 common stock shares at $0.80 per share. | |
On May 21, 2008, the Reporting Persons received $1.50 and $2.00 warrants as a result of the Issuer's conversion of its $3.00 and $4.00 warrants. Each warrant is convertible into 1 common stock share at the referenced exercise price. | |
On May 21, 2008, the Reporting Persons received the convertible notes listed herein as a result of the Issuer's conversions referenced in Footnotes 1 and 2 above. The notes are convertible into the number of common stock shares listed for each Reporting Person at $0.80 per share. | |
These securities were received as part of the conversions referenced in Footnotes 1 and 2 above and were subsequently sold to a third party for no consideration. | |
On December 26, 2008, the Reporting Persons entered into a private assignment and assumption agreement with a third party whereby the Reporting Persons sold all of their rights, obligations, title and interest to and in any of the Issuer's securities it owned for $1.00. | |
IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY SOUNDPOST CAPITAL, LP, SOUNDPOST CAPITAL OFFSHORE, LTD. AND/OR HFR HE SOUNDPOST MASTER TRUST (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR ALL OF THE FUNDS. | |
| Remarks: (+) The Reporting Persons hereby disclaims beneficial ownership over the securities reported on this Form 4 except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |
| Signatures | ||
/s/ Jaime Lester(+) | 02/13/2009 | |
/s/ Jaime Lester, Managing Member of Soundpost Investments, LLC, General Partner of Soundpost Partners, LP(+) | 02/13/2009 | |
/s/ Jaime Lester, Managing Member of Soundpost Advisors, LLC(+) | 02/13/2009 | |
/s/ Jaime Lester, Managing Member of Soundpost Advisors, LLC, General Partner of Soundpost Capital, LP | 02/13/2009 | |
/s/ Jaime Lester, Director of Soundpost Capital Offshore, Ltd. | 02/13/2009 | |
/s/ Jaime Lester, Investment Manager of HRE HE Soundpost Master Trust | 02/13/2009 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||