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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 | (10) | 12/11/2012 | A | 2,500 | (1) | (1) | Common Stock, par value $0.001 per share | 2,500 | $ 0 | 5,000 (2) | D | ||||
| Director Stock Option (right to buy) | $ 16.74 | 12/11/2012 | A | 8,000 | (3) | 12/11/2022 | Common Stock, par value $0.001 per share | 8,000 | $ 0 | 8,000 | D | ||||
| Director Stock Option (right to buy) | $ 9.28 | 09/02/2012 | 11/21/2021 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D | ||||||||
| See footnote (4) | $ 7 (5) | 09/02/2011 | (6) | Common Stock, par value $0.001 per share | 35,713 (7) | 250 | D | ||||||||
| Warrants | $ 7 (8) | 09/02/2011 | 09/02/2021 | Common Stock, par value $0.001 per share | 35,713 (9) | 35,713 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ANDERSEN G CHRIS G.C. ANDERSEN PARTNERS LLC 430 PARK AVENUE, SUITE 701 NEW YORK, NY 10022 |
X | |||
| Gordon E. Devens, Attorney in Fact | 12/13/2012 | |
| **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 Restricted Stock Units shall vest on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer. |
| (2) | These Restricted Stock Units may have different vesting and settlement dates. |
| (3) | The Director Stock Options shall vest and become exercisable on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer. |
| (4) | Series A Convertible Perpetual Preferred Stock, par value $0.001 per share. |
| (5) | The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation"). |
| (6) | The Series A Convertible Perpetual Preferred Stock has no expiration date. |
| (7) | Represents 35,713 shares of Common Stock initially issuable upon conversion of 250 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation. |
| (8) | The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate"). |
| (9) | Represents shares of Common Stock initially issuable upon the exercise of Warrants, subject to adjustment as set forth in the Warrant Certificate. |
| (10) | Each Restricted Stock Unit represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock. |
| Remarks: See Exhibit 24, Power of Attorney, attached. | |