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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 | ||||||||
| Warrant | $ 4.1 | 06/06/2006 | A | 125,000 | (7) | 06/06/2016 | Common Stock | 125,000 | $ 0 | 125,000 | D | ||||
| Stock Option | $ 4.1 | 06/06/2006 | A | 2,686,976 | (8) | 06/06/2016 | Common Stock | 2,686,976 | $ 0 | 2,686,976 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| D LOREN ROBERT W C/O UCC CAPITAL 1330 AVENUE OF THE AMERICAS, 40TH FLOOR NEW YORK, NY 10019 |
X | Chief Executive Officer | ||
| Robert W. D'Loren | 06/08/2006 | |
| **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) | Received in exchange for 2,000,000 shares of Class A Voting Common Stock and 1,600,000 shares of Class B Non-Voting Stock of UCC Capital Corp. ("Capital") and 1 share of common stock of UCC Consulting Corp. ("Consulting," and with Capital, "UCC") in connection with the closing of the merger of Capital and Consulting into a wholly owned subsidiary of Aether Holdings, Inc. (the "Merger") pursuant to the terms of the merger agreement dated June 6, 2006 (the "Merger Agreement"). |
| (2) | The reporting person acquired these shares on June 6, 2006, as consideration in the Merger. The Merger Agreement provides that the former securityholders of UCC will receive up to an additional 1,600,000 shares of Aether Holdings, Inc. common stock in two tranches based upon certain performance targets set forth in the Merger Agreement. The reporting person?s right to receive his pro rata shares of the additional shares pursuant to the earn-out right became fixed and irrevocable on June 6, 2006, the effective date of the Merger. |
| (3) | These shares were issued on June 6, 2006 at the closing of the Merger. Until and unless earned, the shares are being held in escrow and are subject to forfeiture if the performance targets are not met within the earn-out period. |
| (4) | Received in exchange for 82.35 shares of common stock of Consulting in the Merger. |
| (5) | Received in exchange for 16.65 shares of common stock of Consulting in the Merger. |
| (6) | These shares are held in a trust for the benefit of reporting person's minor children. The trust is irrevocable, the trustee is not a member of reporting person's immediate family, and the trustee has independent authority to vote and dispose of the shares held by the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (7) | The warrants vest in three equal installments on each of June 6, 2007, June 6, 2008 and June 6, 2009, provided that reporting person is then employed by Aether Holdings, Inc. and the warrants are not terminated earlier or the vesting is not accelerated pursuant to the terms thereof. |
| (8) | The options vest in three equal installments on each of June 6, 2007, June 6, 2008 and June 6, 2009, provided that reporting person is then employed by Aether Holdings, Inc. and the options are not terminated earlier or the vesting is not accelerated pursuant to the terms thereof. |