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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 | ||||||||
Warrant to purchase Common Stock | $ 6 | 07/02/2007 | J | 51,755 (7) | 12/01/2006 | 06/28/2009 | Common Stock | 51,755 | $ 3.51 | 625,000 | I | See Footnotes (4) (5) (6) | |||
Warrants to purchase Common Stock | $ 6 | 07/02/2007 | J | 51,755 (7) | 12/01/2006 | 06/28/2009 | Common Stock | 51,755 | $ 3.51 | 625,000 | I | See Footnotes (4) (5) (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TUDOR INVESTMENT CORP ET AL ATTN: STEPHEN N. WALDMAN 1275 KING STREET GREENWICH, CT 06831-2936 |
X | |||
JONES PAUL TUDOR II C/O TUDOR INVESTMENT CORPORATION 1275 KING STREET GREENWICH, CT 06831-2936 |
Chairman of Tudor | |||
PALLOTTA JAMES J 50 ROWES WHARF, 6TH FLOOR BOSTON, MA 02110 |
Member of Group |
Paul Tudor Jones II | 07/05/2007 | |
**Signature of Reporting Person | Date | |
James J. Pallotta | 07/05/2007 | |
**Signature of Reporting Person | Date | |
Tudor Investment Corporation, by Stephen N. Waldman, Managing Director | 07/05/2007 | |
**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) | Tudor Investment Corporation ("TIC") is the investment adviser or trading advisor to each of The Tudor BVI Global Portfolio L.P. (f/k/a The Tudor BVI Global Portfolio Ltd.) ("BVI") and The Raptor Global Portfolio Ltd. ("Raptor"), and the General Partner of The Altar Rock Fund L.P. ("Altar Rock"). The shares of Common Stock (collectively, "Common Stock") as reported herein as indirectly beneficially owned by TIC are directly beneficially owned by BVI (2,360,247 shares), Raptor (7,530,211 shares), and Altar Rock (67,876 shares). Because TIC is the sole General Partner of Altar Rock and provides investment-advisory services to BVI and Raptor, TIC may be deemed to beneficially own the shares of Common Stock owned by each of such entities. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities. |
(2) | The shares of Common Stock (the "Shares") are reported herein as indirectly beneficially owned by Paul Tudor Jones II. The Shares are owned indirectly by TIC (9,958,334 shares) (see Footnote 1). Because Mr. Jones is the controlling shareholder of TIC, Mr. Jones may be deemed to beneficially own the Shares deemed beneficially owned by TIC. Mr. Jones expressly disclaims such beneficial ownership. |
(3) | The Shares are reported herein as indirectly beneficially owned by James J. Pallotta. The Shares are owned indirectly by TIC (9,958,334 Shares) (see Footnote 1). Because Mr. Pallotta is the portfolio manager of TIC with respect to the Shares and may be deemed to have voting and investment authority with respect to the Shares, Mr. Pallotta may be deemed to beneficially own the Shares deemed beneficially owned by each of TIC. Mr. Pallotta expressly disclaims such beneficial ownership. Mr. Pallotta is the direct owner of 233,337 Shares in addition fo the Shares reported herein. |
(4) | The warrants to purchase Common Stock with an exercise date of December 1, 2006 (the "Warrants") reported herein as indirectly beneficially owned by TIC are directly beneficially owned by BVI (148,133 Warrants), Raptor (472,607 Warrants), and Altar Rock (4,260 Warrants). Because TIC provides investment-advisory services to BVI and Raptor, and is the sole General Partner of Altar Rock, TIC may be deemed to beneficially own the Warrants owned by each of such entities. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities. |
(5) | The Warrants are reported herein as indirectly beneficially owned by Paul Tudor Jones II. Because Mr. Jones is the controlling shareholder of TIC, Mr. Jones may be deemed to beneficially own the Warrants deemed beneficially owned by TIC. Mr. Jones expressly disclaims such beneficial ownership. |
(6) | The Warrants are reported herein as indirectly beneficially owned by James J. Pallotta. The Warrants are owned indirectly by TIC (625,000 Warrants) (see Footnote 4). Because Mr. Pallotta is the portfolio manager of TIC with respect to the Warrants and may be deemed to have voting and investment authority with respect to the Warrants, Mr. Pallotta may be deemed to beneficially own the Warrants deemed beneficially owned by each of TIC. Mr. Pallotta expressly disclaims such beneficial ownership. |
(7) | In connection with a restructuring of its investment operations, on July 2, 2007, Tudor Proprietary Trading, L.L.C. ("TPT") contributed the majority of its investment positions, including the Shares and Warrants, to BVI in exchange for an equivalent interest in BVI (such interest to be held by a wholly-owned subsidiary of TPT). The number of Shares previously owned directly by TPT is equal to TPT's indirect interest in the Shares held by BVI following such restructuring. |