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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) | $ 5 | 04/16/2012 | J(1) | $ 8,409,859.06 (1) | 04/16/2012 | 08/15/2018 | Common Stock | 1,681,771 | (1) | $ 0 | 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 | 04/18/2012 | |
**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) | 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). Immediately prior to the transactions described by this Form 4, the outstanding convertible balance on the loan from Scorpion to a subsidiary of the Issuer was $8,409,859.06 and such convertible balance was convertible into 1,681,771 shares of Common Stock of the Issuer. On April 16, 2012, a subsidiary of the Issuer made a payment in full on the loan of $8,409,859.06, by delivering to Scorpion 1,681,771 shares of Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of the convertible loan and the shares of Common Stock of the Issuer into which the loan was converted except to the extent of his 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. |