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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 Purchase Warrants (right to buy) | $ 1.3 | 04/02/2008 | P(2) | 240,385 | 04/02/2008 | 04/02/2013 | Common Stock | 240,385 (2) | (2) | 240,385 | D | ||||
Amended and Restated 8% Secured Convertible Note | $ 0.35 (3) | (3) | (3) | Common Stock | 714,286 | 714,286 | D | ||||||||
Stock Purchase Warrants (right to buy) | $ 0.48 (6) | (6) | (6) | Common Stock | 1,000,000 | 1,000,000 | D | ||||||||
Stock Purchase Warrants (right to buy) | $ 27.6 (7) | (7) | (7) | Common Stock | 51,776 | 51,776 | D | ||||||||
Amended and Restated 8% Secured Convertible Note | $ 0.75 (4) | (4) | (4) | Common Stock | 933,333 | 933,333 | I | By Rainbow Gate Corporation (1) | |||||||
Stock Purchase Warrants (right to buy) | $ 1.03 (5) | (5) | (5) | Common Stock | 653,333 | 653,333 | I | By Rainbow Gate Corporation (1) | |||||||
Stock Purchase Warrants (right to buy) | $ 4.09 (8) | (8) | (8) | Common Stock | 29,742 | 29,742 | I | By Rainbow Gate Corporation (1) | |||||||
Stock Purchase Warrants (right to buy) | $ 10 (9) | (9) | (9) | Common Stock | 54,545 | 54,545 | I | By Rainbow Gate Corporation (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STILLWATER LLC 15 EAST 62ND STREET NEW YORK, NY 10021 |
X |
/s/ Mortimer D.A. Sackler | 04/04/2008 | |
**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) | These securities are owned solely by Rainbow Gate Corporation. The sole member of Stillwater LLC is the investment manager of Rainbow Gate Corporation, and this report shall not be deemed an admission that Stillwater LLC is the beneficial owner of these securities except to the extent of its pecuniary interest therein. |
(2) | The Stock Purchase Warrants were acquired on April 2, 2008 as part of a private placement by the Issuer in accordance with the Securities Purchase Agreement, dated April 2, 2008 between the Issuer and the Reporting Person. |
(3) | The notes have an 8% interest rate, a conversion price of $0.35, are convertible immediately and mature on December 21, 2008. |
(4) | The notes have an 8% interest rate, a conversion price of $0.75, are convertible immediately and mature on December 21, 2008. |
(5) | The warrants to purchase Issuer's Common Stock have an exercise price of $1.03, are exercisable immediately, and will expire on July 21, 2011. |
(6) | The warrants to purchase Issuer's Common Stock have an exercise price of $0.48 per share, are exercisable immediately, and will expire on July 21, 2011. |
(7) | The warrants to purchase Issuer's Common Stock have an exercise price of $27.60 per share, are exercisable immediately, and will expire on June 10, 2008. |
(8) | The warrants to purchase Issuer's Common Stock are exercisable immediately, will expire on April 25, 2010, and had an exercise price of $4.09 per share prior to the execution of the Securities Purchase Agreement but are subject to re-pricing due to the execution of the Securities Purchase Agreement in accordance with the terms of the original warrant. |
(9) | The warrants to purchase Issuer's Common Stock have an exercise price of $10.00 per share, are exercisable immediately, and will expire on October 20, 2010. |