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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 Preferred Stock | $ 0.1 | 08/22/2011 | J(2) | 325,873 | (1) | (1) | Common Stock | 16,293,650 | $ 0 | 0 | D | ||||
Series A-2 Preferred Stock | $ 0.22 | 08/22/2011 | J(2) | 579,232 | (1) | (1) | Common Stock | 13,164,364 | $ 0 | 0 | D | ||||
Warrant (right to buy) | $ 0.49 | 08/22/2011 | J(3) | 15,029,820 | 05/01/2009 | 07/31/2015 | Common Stock | 15,029,820 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LLC Carlyle Liquid Holdings 2 GANNETT DRIVE SUITE 201 WHITE PLAINS, NY 10604 |
Former 10 Owner |
John Kang | 08/26/2011 | |
**Signature of Reporting Person | Date | |
Ricardo Salas | 08/26/2011 | |
**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) | Each share of the Series A Preferred Stock is convertible into shares of common stock at the time and under the circumstances described in the Certificate of Designations, Preferences and Rights of Series A Preferred Stock, as amended. The Series A Preferred Stock has no expiration date. |
(2) | Shares of Series A Preferred Stock were distributed to the members of Carlyle Liquid Holdings, LLC in redemption of a pro-rata portion of the member's equity interest in Carlyle Liquid Holdings, LLC. |
(3) | Warrants were distributed to members of Carlyle Liquid Holdings, LLC in redemption of a pro-rata portion of the member's equity interest in Carlyle Liquid Holdings, LLC. |
(4) | Shares of Common Stock were distributed to the members of Carlyle Liquid Holdings, LLC in redemption of a pro-rata portion of the member's equity interest in Carlyle Liquid Holdings, LLC. |