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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 Option | $ 0.1 | 06/08/2011 | 06/08/2021 | Common Stock | 500,000 | 500,000 | D | ||||||||
Warrant | $ 0.15 | 12/31/2008 | 12/31/2013 | Common Stock | 1,000,000 | 1,000,000 | D | ||||||||
Stock Option | $ 0.09 | 05/09/2012 | 04/13/2017 | Common Stock | 500,000 | 500,000 | D | ||||||||
Series C Convertible Preferred Stock | $ 0.25 | (2) | (3) | Common Stock | 668,000 (4) | 16.7 | D | ||||||||
Warrant | $ 0.3 | (5) | 11/15/2015 | Common Stock | 332,500 (5) | 332,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WILSON JOHN S 4509 S. 143RD STREET SUITE 1 OMAHA, NE 68137 |
CHIEF EXECUTIVE OFFICER |
/s/ John S. Wilson | 11/26/2012 | |
**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) | Mr. Wilson acquired the shares of Common Stock and 8.76 shares of the Issuer's 10% Cumulative Perpetual Series B Preferred Stock for aggregate consideration of $50,000 in a private transaction. |
(2) | The Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock ("Series C Preferred") contains a provision preventing the conversion of the Series C Preferred if, as a result of such conversion, the Reporting Person would beneficially own, together with all other shares of Common Stock beneficially owned by the Reporting Person, in excess of 4.99% of the Issuer's Common Stock issued and outstanding. |
(3) | The Series C Preferred are perpetual. |
(4) | Each share of Series C Preferred is convertible into that number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing $10,000 per share (the liquidation preference) by the conversion price then in effect, or $.25 on the date of this Report. Conversion of the Series C Preferred is subject to the limitation on conversion described in Note 2. |
(5) | The Warrant contains a provision preventing the exercise of the Warrant if, as a result of such exercise, the Reporting Person would beneficially own, together with all other shares of Common Stock beneficially owned by the Reporting Person, in excess of 9.99% of the Issuer's Common Stock issued and outstanding. |