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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 Loan (1) (2) | $ 5 | 09/13/2011 | J(1)(2) | 0 (1) (2) | 09/13/2011 | 08/15/2018 | Common Stock | 1,681,771 | (1) (2) | $ 8,409,859 | I | By Scorpion Capital Partners, L.P. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BRANDOLINI NUNO 245 FIFTH AVENUE 25TH FLOOR NEW YORK, NY 10016 |
X | |||
| /s/ Cara E. Carlson under POA by Nuno Brandolini | 09/15/2011 | |
| **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) | The Reporting Person is one of two managers of a limited liability company which is the general partner of Scorpion Capital Partners, L.P. ("Scorpion"). Scorpion made a loan to the Issuer in August 2008 in the amount of $8,500,000. At the time of issuance, the loan was convertible into the Issuer's Series B Perferred Stock. The Series B Preferred Stock was only convertible into common stock upon the sale of such shares in connection with an underwritten public offering. Thus, the Reporting Person could never own the shares of common stock. At a stockholders meeting on June 16, 2011, the stockholders of the Issuer approved the direct issuance of common stock with full voting rights upon conversion of the loan held by Scorpion. |
| (2) | Consistent with the stockholder approval, the Issuer amended the loan on September 13, 2011 to eliminate the conversion into the Series B Preferred Stock and to provide for the direct conversion of such loan, at the option of Scorpion, into shares of Common Stock of the Issuer at a price of $5.00 per share. The Reporting Person disclaims beneficial ownership of the loan and the shares of Common Stock of the Issuer into which the loan is convertible except to the extent of the Reporting Person's pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that the Reporting Person is the beneficial owner of any such loan or shares. The current dollar amount outstanding under the loan is listed in Box 9, and the aggregate number of shares of common stock into which the loan is currently convertible is listed in Box 7. |