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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 Convertible Preferred Stock | $ 1.1 | 01/08/2009 | P | 27,273 | (1) | (1) | Common Stock | (2) | $ 1.1 | 0 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MEZZANINE MANAGEMENT LTD MML CAPITAL PARTNERS 333 LUDLOW STREET 2ND FLOOR, NORTH TOWER STAMFORD, CT 06902 |
X | |||
MEZZANINE MANAGEMENT FUND IV COINVEST A L.P. MML CAPITAL PARTNERS 333 LUDLOW STREET 2ND FLOOR, NORTH TOWER STAMFORD, CT 06902 |
X | |||
MEZZANINE MANAGEMENT FUND IV A MML CAPITAL PARTNERS 333 LUDLOW STREET 2ND FLOOR, NORTH TOWER STAMFORD, CT 06902 |
X |
/s/ Dudley R. Cottingham, Authorized Signatory | 01/09/2009 | |
**Signature of Reporting Person | Date | |
/s/ Dudley R. Cottingham, Authorized Signatory | 01/09/2009 | |
**Signature of Reporting Person | Date | |
/s/ Dudley R. Cottingham, Authorized Signatory | 01/09/2009 | |
**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 Series B Convertible Preferred Stock is convertible at any time at the holder's election and has no expiration date. |
(2) | The Series B Preferred Stock is convertible into 2,727,300 shares of common stock, subject to adjustment for certain anti-dilution protection. The Series A Preferred Stock is convertible into 1,875,000 shares of common stock, subject to adjustment for certain anti-dilution protection. As a result, immediately following this transaction, 4,602,300 shares of common stock will be beneficially owned by the reporting persons through a "group" for purposes of Section 13D of the Exchange Act. The group is composed of the following entities and individuals: Mezzanine Management Fund IV A, L.P. ("Fund IV"), Mezzanine Management Fund IV Coinvest A, L.P. ("Coinvest"), Mezzanine Management Limited ("Mezzanine"), Rory Brooks ("Brooks") and James Read ("Read"). Fund IV shares voting and dispositive power over 4,532,600 of the shares. Coinvest A shares voting and dispositive power over 69,700 of the shares. Mezzanine, Brooks and Read share voting and dispositive power over all 4,602,300 shares. |