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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 A-1 Convertible Preferred Stock Holding | $ 3 | 10/14/2016 | D | 4,000 | 05/20/2015 | 05/20/2020 | Common Stock, par value $0.001 per share | 1,333,334 (1) | $ 0 | 0 | I | See footnotes (2) (3) | |||
Series C-1 Convertible Preferred Stock | $ 3 | 10/14/2016 | A | 4,000 | 10/14/2016 | 05/20/2020 | Common Stock, par value $0.001 per share | 1,333,334 (1) | $ 0 | 4,000 | I | See footnotes (2) (3) | |||
Warrants | $ 1.5 (4) | 10/14/2016 | D | 1,200,000 (4) | 05/20/2015 | 05/20/2020 | Common Stock, par value $0.001 per share | 400,000 (4) | $ 0 | 0 | I | See footnotes (2) (3) | |||
Warrants | $ 0.5 (4) | 10/14/2016 | A | 1,200,000 (4) | 10/14/2016 | 05/20/2020 | Common Stock, par value $0.001 per share | 400,000 (4) | $ 0 | 1,200,000 | I | See footnotes (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WOLVERINE ASSET MANAGEMENT LLC 175 W. JACKSON BLVD. SUITE 340 CHICAGO, IL 60604 |
X | |||
Wolverine Holdings, L.P. 175 W. JACKSON BLVD. SUITE 200 CHICAGO, IL 60604 |
X | |||
Wolverine Trading Partners, Inc. 175 W. JACKSON BLVD. SUITE 200 CHICAGO, IL 60604 |
X | |||
Gust Christopher 175 W. JACKSON BLVD. SUITE 340 CHICAGO, IL 60604 |
X | |||
Bellick Robert 175 W. JACKSON BLVD. SUITE 200 CHICAGO, IL 60604 |
X |
Niraj Patel | 10/19/2016 | |
**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) | Dividends may be accrued and added to the liquidation value of the preferred stock, which may be converted into additional shares of common stock at the conversion price. |
(2) | The securities were acquired for the account of Wolverine Flagship Fund Trading Limited ("Flagship Fund"), a private investment fund managed by Wolverine Asset Management, LLC ("WAM"). The sole member and manager of WAM is Wolverine Holdings, L.P. ("WH"), of which the general partner is Wolverine Trading Partners, Inc. ("WTP"). Robert Bellick and Christopher Gust may be deemed to control WTP. The Reporting Persons are prohibited from converting any preferred shares or exercising any warrants if as a result they would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, more than 9.99% of the Issuer's outstanding common stock pursuant to an ownership limitation in the governing documents of the preferred shares and warrants. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. |
(3) | Pursuant to rights acquired in connection with the acquisition of the preferred stock and warrants, Flagship Fund designated John Ziegelman to be a director of the Issuer. The Reporting Persons may be deemed to be directors by deputization by virtue of Mr. Ziegelman's directorship. |
(4) | Following the reverse stock split on June 24, 2016, each warrant represents the right to purchase one-third of a share of common stock |