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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 | ||||||||
Options to Purchase Common Stock (4) | $ 3.16 | (5) | 06/08/2022 | Common Stock | 12,500 | 12,500 | D | ||||||||
Options to Purchase Common Stock (4) | $ 7.8 | (6) | 08/08/2021 | Common Stock | 25,000 | 25,000 | D | ||||||||
Warrants (4) | $ 7.2 | 03/31/2011 | 03/31/2016 | Common Stock | 83,333 | 83,333 | I | See Note (2) | |||||||
Warrants (4) | $ 7.2 | 04/15/2011 | 04/15/2016 | Common Stock | 83,333 | 83,333 | I | See Note (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stuka Paul C/O OSIRIS PARTNERS, LLC ONE LIBERTY SQUARE, 5TH FLOOR BOSTON, MA 02109 |
X |
/s/ Paul Stuka | 04/18/2013 | |
**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) | In connection with the underwritten public offering of the Issuer's common stock on April 16, 2013 (the "Offering"), Osiris Investment Partners, L.P. ("Osiris") purchased 250,000 shares of common stock at the offering price of $2.00 per share. |
(2) | These securities are held by Osiris. Mr. Stuka serves as the managing member of Osiris Partners, LLC, the general partner of Osiris. In such capacity, Mr. Stuka may be deemed to beneficially own the reported securities. Mr. Stuka disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes. |
(3) | On April 16, 2013, as a result of the Issuer issuing certain shares of common stock at a purchase price of $2.00 per share and warrants to purchase common stock at an exercise price of $3.00 per share, the Reporting Person received these shares of common stock (the "Penalty Shares") pursuant to rights it irrevocably acquired on March 31, 2011 under a securities purchase agreement with the Issuer that provided for the issuance of additional shares of common stock to the Reporting Person in the event the Issuer issued shares of common stock at a price below $6.00 per share or common stock equivalents pursuant to which shares of common stock may be acquired at a price per share below $6.00. The Penalty Shares were issued for no additional consideration. |
(4) | These transactions or holdings were previously reported by the Reporting Person. They are being reported in this Form 4 to note the Reporting Person's comprehensive holdings. |
(5) | The option is exercisable in three equal annual installments. The first installment becomes exercisable on June 18, 2013, the second installment becomes exercisable on June 18, 2014 and the third installment becomes exercisable on June 18, 2015, provided that Mr. Stuka is providing services to the Issuer or its subsidiaries or affiliates on the applicable vesting date. |
(6) | The option is exercisable in three equal annual installments. The first installment became exercisable on August 8, 2012, the second installment becomes exercisable on August 8, 2013 and the third installment becomes exercisable on August 8, 2014, provided that Mr. Stuka is providing services to the Issuer or its subsidiaries or affiliates on the applicable vesting date. |