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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 | ||||||||
| Warrant | $ 4 | 07/31/2007 | P | 277,777 | 07/31/2007 | 07/31/2010 | Common Stock, par value $0.001 | 277,777 | $ 9 | 1,277,777 | I | See footnotes. (2) (3) | |||
| Option (Right to Buy) | $ 3 | 08/01/2005 | A | 25,000 | 08/01/2006 | 08/01/2015 | Common Stock, par value $0.001 | 25,000 | $ 0 (4) | 25,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Passin James 152 WEST 57TH STREET, 24TH FLOOR NEW YORK, NY 10019 |
X | X | ||
| /s/ James Passin | 08/02/2007 | |
| **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 securities subject to this Form 4 were purchased as Units at the price listed in Column 4 of Table I and in Column 8 of Table II. |
| (2) | The Reporting Person is a manager and a member of FGS Advisors, LLC ("FGS") and FG2 Advisors, LLC ("FG2"), a member of Firebird Avrora Advisors LLC ("Avrora"), and may be deemed to share control of FGS and FG2. FGS, FG2 and Avrora act as investment advisers to, respectively, Firebird Global Master Fund, Ltd. ("Global"), Firebird Global Master Fund II, Ltd. ("Global II") and Firebird Avrora Fund, Ltd., which, together with affiliates Firebird Republics Fund, Ltd. and Firebird New Russia Fund, Ltd. (each a "Fund" and collectively, the "Funds"), own the securities subject to this Form 4. FGS is also the General Partner of Firebird Global Fund, L.P., and FG2 is also the General Partner of Firebird Global Fund II, L.P., which invest substantially all of their assets in Global and Global II, respectively. As investment advisers to certain of the Funds, each of FGS, FG2, Avrora has voting and investment control with respect to the securities held by the Fund or Funds that it advises. |
| (3) | The Reporting Person may be deemed to have an indirect interest in certain of the securities owned by Firebird Global Master Fund, Ltd., Firebird Global Master Fund II, Ltd. and Firebird Avrora Fund, Ltd. through his indirect holdings therein. The Reporting Person disclaims beneficial ownership of all securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose. |
| (4) | The options were granted to Mr. Passin in his capacity as a director of the Issuer. |