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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 | |
BAISEITOV BAKHYTBEK R 291/21 DOSTYK AVE ALMATY, 1P 050020 |
X |
/s/ Bakhytbek Baiseitov | 10/04/2011 | |
**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) | On September 30, 2011, the Reporting Person and the Issuer closed a Loan Consolidation and Restructuring Agreement, as amended (the "Agreement") to consolidate and restructure certain convertible debts of the Issuer held by the Reporting Person. Pursuant to the terms of the Agreement, the Issuer issued to the Reporting Person a Secured Non-Negotiable Note (the "Non-Negotiable Note") in the rincipal amount of $10,800,000 as of September 30, 2011 and a Secured Convertible Consolidated Promissory Note (the "Promissory Note") in the principal amount of $24,445,770 as of September 30, 2011. The Reporting Person does not currently own any shares of Common Stock of the Issuer, rather, such beneficial ownership is through the Non-Negotiable Note, which shall be repaid in Common Stock of the Issuer and the Promissory Note, which is convertible to Common Stock of the Issuer. (Footnote 1 is continued below under "Remarks"). |
(2) | Assumes the repayment of the full amount of the Non-Negotiable Note in Common Stock of the Issuer and conversion of the full amount owing under the Promissory Note as of September 30, 2011. |
Remarks: (Continued from Footnote 1 above). The Reporting Person may, at any time within three years of September 30, 2011, demand repayment of the Non-Negotiable Note through the issuance of shares of Common Stock of the Issuer, at a price of $0.12 per share. The Issuer also has the right to repay the Non-Negotiable Note at certain times. The number of shares of Common Stock issuable upon repayment of the Non-Negotiable Note was determined as of September 30, 2011 and assumes the full amount of the outstanding balance of the Non-Negotiable Note would be repaid. The number of shares of Common Stock issuable pursuant to this Non-Negotiable Note will increase over time as interest accrues. If the Non-Negotiable Note is not repaid in Common Stock of the Issuer within three years of September 30, 2011, the Non-Negotiable Note will be payable in cash rather than Common Stock. The Promissory Note is convertible to Common Stock of the Issuer at any time upon demand of the Reporting Person at a price of $0.10 per share. The number of shares of Common Stock issuable upon conversion of this Promissory Note was determined as of September 30, 2011 and assumes the full amount of the outstanding balance of this Promissory Note would be converted. The number of shares issuable pursuant to the Promissory Note will increase over time as interest accrues. |