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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 | 06/30/2011 | J(2) | 48,600 | (1) | (1) | Common Stock | 2,430,000 | $ 0 | 2,430,000 | I | Held by Carlyle Holdings, LLC. | |||
Series A-1 Preferred Stock | $ 0.1 | 06/30/2011 | J(2) | 48,600 | (1) | (1) | Common Stock | 2,430,000 | $ 0 | 2,430,000 | I | Held by Carlyle Holdings, LLC. | |||
Series A-2 Preferred Stock | $ 0.22 | 06/30/2011 | J(2) | 86,387 | (1) | (1) | Common Stock | 1,963,341 | $ 0 | 3,283,977 | I | Held by Carlyle Holdings, LLC | |||
Series A-2 Preferred Stock | $ 0.22 | 06/30/2011 | J(2) | 86,387 | (1) | (1) | Common Stock | 1,963,341 | $ 0 | 3,283,977 | I | Held by Carlyle Holdings, LLC. | |||
Warrant (right to buy) | $ 0.49 | 06/30/2011 | J(3) | 2,241,518 | 05/01/2009 | 07/31/2015 | Common Stock | 2,241,518 | $ 0 | 4,596,280 | I | Held by Carlyle Holdings, LLC. | |||
Warrant (right to buy) | $ 0.49 | 06/30/2011 | J(3) | 2,241,518 | 05/01/2009 | 07/31/2015 | Common Stock | 2,241,518 | $ 0 | 4,596,280 | I | Held by Carlyle Holdings, LLC. | |||
Warrant (right to buy) | $ 0.49 | 08/22/2011 | J(4) | 441,500 | 05/01/2009 | 07/31/2015 | Common Stock | 441,500 | $ 0 | 5,037,780 | I | Held by Carlyle Holdings, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mahamedi Abdi 2 GANETT DRIVE, SUITE 201 WHITE PLAINS, NY 10604 |
X | X |
/s/ Abdi Mahamedi | 08/30/2011 | |
**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 members of Carlyle Liquid Holdings, LLC in redemption of a pro rata portion of the member's equity interest in Carlyle Liquid Holdings, LLC, thus merely resulting in a change in the form of ownership of shares already previously reported as held by the reporting person. |
(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, thus merely resulting in a change in the form of ownership of warrants already previously reported as held by the reporting person. |
(4) | Warrant shares were distributed by Carlyle Liquid Holdings, LLC ("CLH") in consideration of serving as a managing partner of CLH. |