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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 Purchase Warrants | $ 0.21 | 01/31/2011 | A | 166,667 | 01/31/2011 | (2) | Common | 166,667 | (2) | 166,667 | D | ||||
Common Stock Options | $ 0.09 | 12/27/2010 | A | 7,222,222 | 12/27/2010 | (3) | Common | 7,222,222 | (3) | 7,222,222 | D | ||||
Common Stock Purchase Warrants | $ 0.21 | 11/10/2010 | A | 666,667 | 11/10/2010 | (4) | Common | 666,667 | (4) | 666,667 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Estrella Glenn STATE ROAD 405 BUILDING M6-306A, ROOM 1400 KENNEDY SPACE CENTER, FL 32815 |
X | President, CEO and Director |
/s/ Glenn D. Estrella | 02/05/2011 | |
**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) | On December 27, 2010, the Company and Mr. Estrella entered an Agreement whereby Mr. Estrella and the Company agreed to rescind the issuance of 5,000,000 shares previously issued to Mr. Estrella. |
(2) | On January 31, 2011, Mr. Estrella received Common Stock Purchase Warrants (the "Warrants") to purchase 166,667 shares of Common Stock, at a purchase price of $0.21 per share, which Warrants expire in three years. The Warrants are exercisable on a cashless basis. |
(3) | On December 27, 2010, Mr. Estrella received an option (the "Estrella Option") to purchase 7,222,222 shares of Common Stock at an exercise price of $0.09 per share, which was the closing price of the Company's Common Stock on the date the Company's Board of Directors approved the issuance of the Estrella Option, pursuant to an Option Agreement. The Estrella Option is fully vested and is exercisable until the earlier of three years from the effective date of the Estrella Option or 90 days after the termination of Mr. Estrella's employment with the Company. |
(4) | On November 10, 2010, Mr. Estrella received Common Stock Purchase Warrants (the "November 2010 Warrants") to purchase 666,667 shares of Common Stock, at a purchase price of $0.21 per share, which November 2010 Warrants expire in three years. The Warrants are exercisable on a cashless basis. |