UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | Â (2) | Â (2) | Common Stock | 2,880,300 | $ (2) | I | See Footnote (3) |
Series C Preferred Stock | Â (4) | Â (4) | Common Stock | 800,084 | $ (4) | I | See Footnote (3) |
Series A Preferred Stock | Â (2) | Â (2) | Common Stock | 119,700 | $ (2) | I | See Footnote (5) |
Series C Preferred Stock | Â (4) | Â (4) | Common Stock | 33,250 | $ (4) | I | See Footnote (5) |
Stock Option (right to buy) | Â (6) | 05/08/2016 | Common Stock | 1,150 | $ 13.04 | D (1) | Â |
Stock Option (right to buy) | Â (6) | 01/25/2017 | Common Stock | 1,150 | $ 13.04 | D (1) | Â |
Common Stock Warrant (right to buy) | 04/28/2006 | 04/28/2016 | Common Stock | 73,698 | $ 13.04 | I | See Footnote (3) |
Common Stock Warrant (right to buy) | 04/28/2006 | 04/28/2016 | Common Stock | 3,063 | $ 13.04 | I | See Footnote (5) |
Common Stock Warrant (right to buy) | 12/14/2007 | 12/14/2017 | Common Stock | 7,667 | $ 20.66 | I | See Footnote (3) |
Common Stock Warrant (right to buy) | 12/14/2007 | 12/14/2017 | Common Stock | 319 | $ 20.66 | I | See Footnote (5) |
Common Stock Warrant (right to buy) | 12/30/2009 | 12/30/2019 | Common Stock | 9,542 | $ (7) | I | See Footnote (3) |
Common Stock Warrant (right to buy) | 12/30/2009 | 12/30/2019 | Common Stock | 397 | $ (7) | I | See Footnote (5) |
Common Stock Warrant (right to buy) | 10/05/2010 | 10/05/2020 | Common Stock | 3,181 | $ (7) | I | See Footnote (3) |
Common Stock Warrant (right to buy) | 10/05/2010 | 10/05/2020 | Common Stock | 132 | $ (7) | I | See Footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WARNOCK DAVID L 104 CAMBRIDGE PLAZA DRIVE WINSTON-SALEM, NC 27104 |
 X |  X |  |  |
CAMDEN PARTNERS STRATEGIC FUND III LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202 |
 X |  X |  |  |
CAMDEN PARTNERS STRATEGIC FUND III-A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202 |
 X |  X |  |  |
Camden Partners Strategic III, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202 |
 X |  X |  |  |
Camden Partners Strategic Manager, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202 |
 X |  X |  |  |
HUGHES DONALD W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202 |
 X |  X |  |  |
JOHNSTON RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET,SUITE 1200 BALTIMORE, MD 21202 |
 X |  X |  |  |
BERKELEY RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202 |
 X |  X |  |  |
/s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock | 11/04/2010 | |
**Signature of Reporting Person | Date | |
/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member | 11/04/2010 | |
**Signature of Reporting Person | Date | |
/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member | 11/04/2010 | |
**Signature of Reporting Person | Date | |
/s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member | 11/04/2010 | |
**Signature of Reporting Person | Date | |
/s/ By Donald W. Hughes, Managing Member | 11/04/2010 | |
**Signature of Reporting Person | Date | |
/s/ Donald W. Hughes | 11/04/2010 | |
**Signature of Reporting Person | Date | |
/s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Johnston | 11/04/2010 | |
**Signature of Reporting Person | Date | |
/s/ Donald W. Hughes, Attorney-in-Fact for Richard W. Berkeley | 11/04/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Mr. Warnock is a director of the Issuer. Pursuant to an agreement with his employer, Camden Partners Holdings, LLC ("Holdings"), which provides management services to Fund III and Fund III-A, all securities and other benefits to which Mr. Warnock becomes entitled by virtue of his service as a director are received by Mr. Warnock for the benefit of Holdings. |
(2) | The Series A Convertible Preferred Stock is convertible, at any time at the holders election, into the Issuer's common stock at a ratio of approximately 1:0.0958 and has no expiration date. |
(3) | The shares of the Series A Preferred Stock, the shares of Series C Preferred Stock and the warrants to purchase Common Stock are directly owned by Fund III. CPSM, CPS III, Fund III-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III-A and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein. |
(4) | The Series C Convertible Preferred Stock is convertible, at any time at the holders election, into the Issuer's common stock at a ratio of approximately 1:0.184 and has no expiration date. |
(5) | The shares of the Series A Preferred Stock, the shares of Series C Preferred Stock and the warrants to purchase Common Stock are directly owned by Fund III-A. CPSM, CPS III, Fund III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein. |
(6) | All of these options are fully vested and exercisable. |
(7) | The exercise price of these warrants is $13.04 or, after an initial public offering of the Issuer resulting in aggregate proceeds to the Issuer of an amount greater than $30.0 million, 80% of the initial public offering price per share. |
 Remarks: This Form 3 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A") and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston and Richard M. Berkeley (collectively,the "Managing Members" and together with CPSM, CPS III, Fund III and Fund III-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the Managing Member of CPS III. CPS III is the general partner of Fund III and Fund III-A. Mr. Warnock is a director of the Issuer. |