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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 | ||||||||
Restricted Stock Units | $ 0.0911 | 07/21/2009 | D | 850,000 | (1) | (1) | Common Stock | 850,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 0.13 | 07/21/2009 | A | 1,700,000 | (3) | 07/21/2019 | Common Stock | 1,700,000 | $ 0 | 1,700,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Keran Patrick L 6725 MESA RIDGE RD., STE. 100 SAN DIEGO, CA 92121 |
VP, Legal and General Counsel |
/s/ Patrick L. Keran | 07/23/2009 | |
**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) | This award of restricted stock units ("RSUs") was made pursuant to the issuer's 2008 Omnibus Incentive Plan (the "Plan") and each RSU represented a contingent right to receive one share of the issuer's common stock. The RSUs would have vested prior to the consummation of a Strategic Transaction, as such capitalized term was defined in the Notice of Grant issued pursuant to the Plan, provided that the reporting person's services to the issuer had not been terminated. The vested shares would have been delivered to the reporting person as soon as administratively practicable following the vesting date. |
(2) | The RSUs were canceled by mutual agreement of the reporting person and the issuer. In connection with cancellation of the RSUs, the reporting person received the stock option award reported in this Form 4. |
(3) | 25% of the total shares subject to the option vest and become exercisable on each of January 1, 2010, January 1, 2011, January 1, 2012 and January 1, 2013. |