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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 (right to buy) | $ 2.05 | 08/24/2016 | X | 866,667 | 06/23/2016 | 06/23/2021 | Common Stock | 866,667 | $ 0 (1) | 0 | I | By Stillwater Trust LLC (2) | |||
Common Stock Purchase Warrants (right to buy) | $ 2.6 | 08/24/2016 | J(5) | 1,152,668 | 02/24/2017 | 02/24/2022 | Common Stock | 1,152,668 | $ 0 (5) | 1,152,668 | I | By Stillwater Trust LLC (2) | |||
Series B Convertible Preferred Stock | $ 0.75 (6) | 12/22/2008 | (6) | Common Stock | 5,377,333 | 4,033 | D | ||||||||
Series B Convertible Preferred Stock | $ 0.75 (6) | 12/22/2008 | (6) | Common Stock | 937,333 | 703 | I | By Rainbow Gate Corporation (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STILLWATER HOLDINGS LLC 655 MADISON AVENUE 20TH FLOOR NEW YORK, NY 10065 |
X |
/s/ Mortimer D. A. Sackler, President of Stillwater Holdings LLC | 08/26/2016 | |
**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) | Stillwater Trust LLC elected to do a cash exercise of its Common Stock Purchase Warrant pursuant to the terms of such warrant, which has an exercise price of $2.05 per share and expires on June 23, 2021. |
(2) | These securities are owned by Stillwater Trust LLC. The sole member of Reporting Person is the sole manager and president of Stillwater Trust LLC, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of these securities except to the extent of its pecuniary interest therein. |
(3) | These securities are held solely by Flat Creek Fiduciary Management LLC, as trustee of a trust for the benefit of the minor beneficiaries of the sole member of Reporting Person. The sole member of Reporting Person has investment control over such securities, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of these securities except to the extent of its pecuniary interest therein. |
(4) | These securities are owned solely by Rainbow Gate Corporation. The sole member of Reporting Person is the investment manager of Rainbow Gate Corporation, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of these securities except to the extent of its pecuniary interest therein. |
(5) | The Common Stock Purchase Warrant was acquired as an inducement by the Issuer for Stillwater Trust LLC to exercise the Common Stock Purchase Warrant acquired as part of a private placement by the Issuer pursuant to the Securities Purchase Agreement, dated December 17, 2015 between the Issuer and Stillwater Trust LLC. |
(6) | The shares of Series B Convertible Preferred Stock were purchased on December 22, 2008 as part of a private placement with the Issuer in accordance with the Securities Purchase Agreement, dated December 18, 2008, between the Issuer and the holder. The shares of Series B Convertible Preferred Stock have the rights and preferences set forth on the Certificate of Designations of Series B Convertible Preferred Stock filed with the Secretary of State for the State of Delaware on December 19, 2008. The Series B Convertible Preferred Stock has a stated value of $1,000 per share and currently has a conversion price of $0.75 per share. |