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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 | ||||||||
Series C Cumulative Convertible Preferred Stock | $ 3.2 | 11/01/2012 | J(1) | 156,250 | (4) | (4) | Common Stock | 156,250 | (1) | 976,017 | I | Footnote (2) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rothblum Maydan 19655 DESCARTES FOOTHILL RANCH, CA 92610-2609 |
X |
/s/ Kevin W. Waite By: Kevin W. Waite, Power of Attorney | 11/01/2012 | |
**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) | Pursuant to a certain stock purchase agreement, dated November 1, 2012, by and between Sigma Opportunity Fund II, LLC ("Sigma Fund") and Donald Dalicandro ("Purchaser"), Purchaser purchased (i) 59,505 shares of Common Stock and (ii) 156,250 shares of Series C Convertible Preferred Stock of the Issuer from Sigma Fund for an aggregate purchase price of $500,000. |
(2) | The Reporting Person is a Managing Director of Sigma Capital Advisors, LLC ("Sigma Advisors"), the managing member of Sigma Fund. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. |
(3) | Of these securities, (i) 65,000 shares are owned directly by Sigma Advisors and (ii) 750,122 shares are owned directly by Sigma Fund. |
(4) | The Series C Convertible Preferred Stock is currently exercisable and may be converted into shares of Common Stock by the holder at any time and has no expiration date. |
(5) | All of these securities reported are directly owned by Sigma Fund. |