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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
UBS AG BAHNOFSTRASSE 45 ZURICH, V8 CH-8021 |
X |
/s/ Anthony DeFilippis, Executive Director | 01/08/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gordon Kiesling, Executive Director | 01/08/2010 | |
**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 number of Common Shares beneficially owned is reported as of January 7, 2010 and consists of 31,902,189 Common Shares underlying 10% Senior Redeemable Convertible Preferred Stock (the "Preferred Stock") and 1,548,052 Common Shares. As of January 7, 2010 each share of Preferred Stock converts into 114.29 Common Shares plus a make-whole premium as of January 7, 2010 amounting to an additional 267.67 Common Shares for 1 share of Preferred Stock. |
(2) | The make whole premium is equal to the discounted net present value of future dividends (until June 2010) divided by the Volume Weighted Average Price (VWAP) of the common stock for the last 10 trading days prior to the conversion date discounted 10%. Therefore, the make whole premium fluctuates with the changes in the price of the Common Shares and the amount of future dividends. |
(3) | The number of Common Shares beneficially owned is reported as of January 7, 2010 and consists of 31,902,189 Common Shares underlying 10% Senior Redeemable Convertible Preferred Stock (the "Preferred Stock") and 1,548,052 Common Shares. The increased holding is due primarily to a decrease in the VWAP of the Common Share price, which entitles the holders of the Preferred Stock to an increased amount of Common Shares as part of the future dividends, thereby increasing the reportable position. |