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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 | ||||||||
Common Stock Warrant (right to buy) (1) | (2) | 10/25/2013 | X | 2,202,699 | 10/25/2013 | 01/24/2014 | Common Stock | 2,202,699 | $ 0 | 0 | D (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Silver Point Capital L.P. TWO GREENWICH PLAZA, FIRST FLOOR GREENWICH, CT 06830 |
X | |||
MULE EDWARD A TWO GREENWICH PLAZA, FIRST FLOOR GREENWICH, CT 06830 |
X | |||
O'Shea Robert J TWO GREENWICH PLAZA, FIRST FLOOR GREENWICH, CT 06830 |
X |
/s/ Frederick H. Fogel, Authorized Signatory on behalf of Silver Point Capital, LP | 10/28/2013 | |
**Signature of Reporting Person | Date | |
/s/ Frederick H. Fogel (as attorney-in-fact on behalf of Edward A Mule, individually) | 10/28/2013 | |
**Signature of Reporting Person | Date | |
/s/ Frederick H. Fogel (as attorney-in-fact on behalf of Robert J. O'Shea, individually) | 10/28/2013 | |
**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., SPF CDO I, Ltd. and SPCP Group, LLC (together, 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 the investment manager of SPCP Group III, LLC, and by virtue of such status may be deemed to be the beneficial owner of all of the reported securities held by the Funds and by SPCP Group III, LLC. Mr. Edward A. Mule and Mr. Robert J. O'Shea are each members of Management and by virtue of such status may be deemed to be the beneficial owners of securities held by the Funds and by SPCP Group III, LLC (together, the "SP Holders"). Silver Point, Management and Messrs. Mule and O'Shea disclaim beneficial ownership of the reported securities held by the SP Holders except to the extent of their pecuniary interes |
(2) | The exercise price is $0.00001. |
(3) | On October 25, 2013, the SP Holders exercised the warrants to purchase an aggregate of 2,202,699 shares of common stock of the Issuer at an exercise price of $0.00001 per share. The SP Holders paid the exercise price on a cashless basis, resulting in the Issuer withholding 4 of the warrant shares to pay the exercise price and issuing to the SP Holders the remaining 2,202,695 shares of common stock. The Issuer also paid an aggregate of $24.33 to the SP Holders in lieu of fractional shares. |
(4) | The price, which was calculated pursuant to the terms of the warrants, reflects the average of the closing prices of the common stock of the Issuer over the twenty trading days prior to the exercise date. |