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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 | ||||||||
7% Series G Cumulative Convertible Pay-In-Kind Preferred Stk | (5) | (6) | (7) | Common Stock | 120.1 | 120.1 | I | See footnote (8) | |||||||
6% Series H Cumulative Convertible Pay-In-Kind Preferred Stk | (9) | (6) | (7) | Common Stock | 29,831,758.76 | 29,831,758.76 | I | See footnote (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BAUMER JOHN M 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X |
/s/ Michael Gennaro, attorney-in-fact for John M. Baumer | 06/27/2011 | |
**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) | Not applicable. |
(2) | Acquired pursuant to a grant of Restricted Stock Units ("RSUs") which vest over three years: 80% vest on June 23, 2012, 10% vest on June 23, 2013, and 10% vest on June 23, 2014. |
(3) | Granted as compensation for services. |
(4) | The shares reported on this row are held by Mr. Baumer for the benefit of Green Equity Investors III, L.P. ("GEI III") and Green Equity Investors Side III, L.P. ("GEI Side III"), with the underlying shares to be delivered when Mr. Baumer leaves the Issuer's board of directors. |
(5) | The Series G Preferred Stock had a Liquidation Preference value of $100.00 per share when acquired, and an initial conversion ratio of 18.18:1, which represented a Common Stock share price of $5.50. The conversion ratio is subject to adjustment for accrued but unpaid dividends at the time of conversion. |
(6) | Immediately. |
(7) | Not applicable. |
(8) | GEI III and GEI Side III are the direct owners of the shares reported herein. Mr. Baumer directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI III and GEI Side III. Mr. Baumer disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(9) | The Series H Preferred Stock had a Liquidation Preference value of $100.00 per share when acquired, and an initial conversion ratio of 18.18:1, which represented a Common Stock share price of $5.50. The conversion ratio is subject to adjustment for accrued but unpaid dividends at the time of conversion. |