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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 | ||||||||
| Series B Participating Convertible Preferred Stock | $ 2.5 | 05/18/2011 | C | 5,786,634 | (4) | (5) | Common Stock | 5,786,634 | $ 0 | 0 | I (1) (2) | See Footnotes | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Silver Point Capital L.P. TWO GREENWICH PLAZA FIRST FLOOR GREENWICH, CT 06830 |
X | X | ||
| Silver Point Capital Management, L.L.C. TWO GREENWICH PLAZA FIRST FLOOR GREENWICH, CT 06830 |
X | X | ||
| MULE EDWARD A TWO GREENWICH PLAZA FIRST FLOOR GREENWICH, CT 06830 |
X | X | ||
| O'Shea Robert J TWO GREENWICH PLAZA FIRST FLOOR GREENWICH, CT 06830 |
X | X | ||
| /s/ Frederick H. Fogel, Authorized Signatory on behalf of Silver Point Capital, L.P. and Silver Point Capital Management, LLC | 05/20/2011 | |
| **Signature of Reporting Person | Date | |
| Robert J. O'Shea, individually | 05/20/2011 | |
| **Signature of Reporting Person | Date | |
| Edward A. Mule, individually | 05/20/2011 | |
| **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) | Silver Point Capital, L.P. ("Silver Point") is the investment manager of Silver Point Capital Fund, L.P. ("Fund") and Silver Point Capital Offshore Fund, Ltd. ("Offshore Fund") (collectively, the "Funds") and, by reason of such status, may be deemed to be the beneficial owner of all of the reported securities held by the Funds. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of all securities held by the Funds. Each of Mr. Edward A. Mule and Mr. Robert J. O'Shea is a member of Management and has voting and investment power with respect to the securities held by the Fund and the Offshore Fund and may be deemed to be a beneficial owner of the securities held by the Fund and the Offshore Fund. |
| (2) | (contd.) Silver Point, Management and Messrs. Mule and O'Shea disclaim beneficial ownership of the securities held by the Fund and the Offshore Fund, except to the extent of any pecuniary interest therein. |
| (3) | These shares of common stock were received in connection with the Issuer's recapitalization, as inducement for the Reporting Persons to convert the shares of the Series B Participating Convertible Preferred Stock (the "Series B") held by them into shares of the Issuer's Common Stock. |
| (4) | The Series B was convertible at any time at the election of the holder. The Series B was converted into shares of the Issuer's common stock by the Reporting Persons pursuant to a Recapitalization Agreement with the Issuer and certain other investors. |
| (5) | The Series B had no expiration date. |
| Remarks: The Reporting Persons are filing this report because they may be deemed to be members of a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) which may be deemed to beneficially own more than 10% of the Issuer's common stock. The Reporting Person does not have (i) any direct or indirect pecuniary interest in or (ii) the power to vote or dispose of, or the power to direct the vote or disposition of, any shares of common stock of the Issuer held by any other person, including, without limitation, any other person who may be deemed to be a member of the group. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer held by any other person, including, without limitation, any other person who may be deemed to be a member of the group, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 under the Securities Exchange Act of 1934 or otherwise. | |