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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 | 02/27/2013 | C(1) | 28,928 | (4) | (4) | Common Stock | 1,700,411 | $ 0 | 0 | I | See Footnote 2 (2) | |||
Series A-2 Preferred Stock | $ 0.22 | 02/27/2013 | C(3) | 109,528 | (4) | (4) | Common Stock | 2,926,429 | $ 0 | 0 | I | See Footnote 2 (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHITAYAT JACK 1836 EL CAMINO DEL TEATRO LA JOLLA, CA 92037 |
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/s/ Jack Chitayat | 03/14/2013 | |
**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) | On February 27, 2013, the reporting person converted 28,928 shares of Series A-1 Preferred Stock in accordance with the terms described in the Amended and Restated Certificate of Designations, Preferences and Rights for Series A Preferred Stock of the issuer. |
(2) | Shares indirectly held in the name of Chitayat Holdings LLC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the reporting person's pecuniary interest in such securities. |
(3) | On February 27, 2013, the reporting person converted 109,528 shares of Series A-2 Preferred Stock in accordance with the terms described in the Amended and Restated Certificate of Designations, Preferences and Rights for Series A Preferred Stock of the issuer. |
(4) | Each share of Series A Preferred Stock is convertible into shares of Common Stock at the time and under the circumstances described in the Amended and Restated Certificate of Designations, Preferences and Rights for Series A preferred stock. The Series A Preferred Stock has no expiration date. |