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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 | ||||||||
| Restricted Stock Units | (4) | (5) | (5) | Common Stock, par value $0.001 per share | 2,500 | 2,500 | D | ||||||||
| Director Stock Options (right to buy) | $ 9.28 | (6) | 11/21/2021 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D | ||||||||
| See footnote (7) | $ 7 (8) | 09/02/2011 | (9) | Common Stock, par value $0.001 per share | 92,857 (10) | 650 | I | See footnote (11) | |||||||
| Warrants | $ 7 (12) | 09/02/2011 | 09/02/2021 | Common Stock, par value $0.001 per share | 92,857 (13) | 92,857 | I | See footnote (11) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Papastavrou Jason D SPRINGER WEALTH MANAGEMENT LLC 152 W. 57TH STREET, 19TH FLOOR NEW YORK, NY 10019 |
X | |||
| Gordon E. Devens, Attorney in Fact | 11/19/2012 | |
| **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) | This transaction was executed in multiple trades at prices ranging from $13.76 to $13.80. The price reported above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which each transaction was effected. |
| (2) | This transaction was executed in multiple trades at prices ranging from $13.789 to $13.79. The price reported above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which each transaction was effected. |
| (3) | The Brett A. Athans Declaration of Trust is the direct beneficial owner of these securities. Jason D. Papastavrou is the trustee of the Brett A. Athans Declaration of Trust. |
| (4) | Each Restricted Stock Unit represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock. |
| (5) | These Restricted Stock Units vested on September 2, 2012 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election. |
| (6) | The Director Stock Options vested and became exercisable on September 2, 2012. |
| (7) | Series A Convertible Perpetual Preferred Stock, par value $0.001 per share. |
| (8) | The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation"). |
| (9) | The Series A Convertible Perpetual Preferred Stock has no expiration date. |
| (10) | Represents 92,857 shares of Common Stock initially issuable upon conversion of 650 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation. |
| (11) | Springer Wealth Management LLC is the direct beneficial owner of these securities. Jason D. Papastavrou is the owner of 100% of the equity interests of Springer Wealth Management LLC. |
| (12) | The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate"). |
| (13) | Represents 92,857 shares of Common Stock initially issuable upon the exercise of 92,857 Warrants, subject to adjustment as set forth in the Warrant Certificate. |
| Remarks: See Exhibit 24, Power of Attorney, attached. | |