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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 | ||||||||
Convertible Promissory Note | $ 0.2011 | 06/27/2011 | M | 404,383.56 | 05/18/2011 | 08/17/2012 | Common Stock | 2,010,658 | (3) | 0 | I | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fife John M. 303 EAST WACKER DRIVE SUITE 1200 CHICAGO, IL 60601 |
X | X | See Remarks |
/s/ John M. Fife | 06/29/2011 | |
**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) | Reporting person John M. Fife owns a controlling interest in, and has investment control over the portfolio of, St. George Investments, LLC, an Illinois limited liability company ("St. George"). On June 24, 2011, St. George purchased 774,151 shares of common stock of the Issuer ("Common Stock") for a price of $.20112 per share in a private transaction, as disclosed here and in the Issuer's Current Report on Form 8-K filed on June 29, 2011. In addition, St. George owns 278,936 shares of Common Stock, as disclosed in Amendment No. 9 to the Schedule 13D filed by Mr. Fife on November 16, 2010 and the Statement of Changes in Beneficial Ownership on Form 4 filed by St. George on June 8, 2010. |
(2) | (continued from footnote 1) Mr. Fife also owns a controlling interest in, and has investment control over the portfolio of, Chicago Venture Partners, L.P., an Illinois limited partnership, which directly owns 1,068,559 shares of Common Stock, as disclosed in Amendment No. 9 to the Schedule 13D filed by Mr. Fife on November 16, 2010, and the Initial Statement of Beneficial Ownership of Securities on Form 3 filed by Chicago Venture Partners, L.P. on August 30, 2010. |
(3) | The Issuer issued 2,010,658 shares of Common Stock to St. George on June 27, 2011, upon St. George's conversion, at a price of $.20112 per share, the entire $404,383.56 amount of outstanding principal and accrued interest on the $400,000 Convertible Promissory Note made by the Issuer in favor of St. George on May 18, 2011, as disclosed in the Issuer's Current Report on Form 8-K filed on May 18, 2011, and the Statement of Changes in Beneficial Ownership on Form 4 filed by Mr. Fife on May 20, 2011. |
Remarks: Chairman of the Board, President and Chief Executive Officer |