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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GALLOWAY BRUCE C/O GALLOWAY CAPITAL MANAGEMENT LLC 720 FIFTH AVENUE 10TH FLOOR NEW YORK, NY 10019 |
X |
/s/ Bruce Galloway | 06/04/2010 | |
**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) | Bruce R. Galloway, individually and through entities wholly-owned or managed by Mr. Galloway and through trusts that he controls for the benefit of his two minor children. Mr. Galloway may be deemed to beneficially own an additional 464,679 common shares that, by virtue of his ownership in Galloway Capital Management LLC, the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman), are held of record by Strategic Turnaround Equity Partners, L.P. (Cayman). Mr. Galloway disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
(2) | Strategic Turnaround Equity Partners, L.P. (Cayman) ("STEP") is deemed to be the direct beneficial owner. Galloway Capital Management LLC is the general partner of STEP and is deemed to be the indirect beneficial owner. Bruce R. Galloway and Gary L. Herman are the Managing Members of Galloway Capital Management LLC and are deemed to be indirect beneficial owners. Mr. Galloway and Mr. Herman share voting and dispositive power of the shares. Each of Galloway Capital Management LLC, Mr. Galloway and Mr. Herman disclaims beneficial ownership of the shares beneficially owned by STEP (except for the indirect interest of Galloway Capital Management LLC by virtue of being the general partner of STEP, the indirect interests of Mr. Galloway and Mr. Herman by virtue of being members of Galloway Capital Management LLC, and the indirect interests of Mr. Galloway and Mr. Herman by virtue of being limited partners of STEP. |