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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 | ||||||||
| Stock Option (Right to Buy) | $ 1 | 02/01/2008 | D(3) | 39,000 | 09/30/2002 | 09/29/2012 | Common Stock | 39,000 | $ 12 | 115,000 | I | Held by the Estate of Edwin H. Wegman (1) | |||
| Stock Option (Right to Buy) | $ 1.1 | 02/01/2008 | D(3) | 100,000 | 01/23/2006 | 01/22/2011 | Common Stock | 100,000 | $ 12 | 15,000 (4) | I | Held by the Estate of Edwin H. Wegman (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Wegman Toby 4092 BOCAIRE BLVD. BOCA RATON, FL 33487 |
X | X | ||
| /s/ Toby Wegman | 02/05/2008 | |
| **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 Reporting Person is an executor and beneficiary of the Estate of Edwin H. Wegman (the "Estate") and is therefore deemed to beneficially own shares of the Issuer's common stock that are held by The S.J. Wegman Company, a New York limited partnership ("SJW"), for the benefit of the Estate as well as shares that are held directly by the Estate. |
| (2) | On January 14, 2008, SJW distributed 618,331 shares of the Issuer's common stock to certain of its limited partners. As of January 14, 2008, the board of directors of the Issuer (the "Board") had voting and dispositive power over the remaining 1,224,997 shares of the Issuer's common stock that are held by SJW. |
| (3) | On February 1, 2008, the Estate simultaneously exercised its options to purchase an aggregate of 139,000 shares of the Issuer's common stock and sold those 139,000 shares as well as 205,114 additional shares to various private investors. Certain of the proceeds of these sales were used to repay a loan owned by the Estate to the Issuer. As a consequence of such repayment, the Board no longer has voting or dispositive power over the 1,224,997 shares held by SJW. |
| (4) | The Reporting Person directly holds an option to purchase 15,000 shares of the Issuer's common stock, which was granted by the Issuer on June 25, 2007. |