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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mountain Partners AG DUFOURSTRASSE 121 ST. GALLEN, V8 CH-9001 |
X |
/s/ Daniel S. Wenzel for Mountain Partners | 03/16/2010 | |
**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) | Reflects distribution of 182,679 shares of common stock of the Issuer by the Reporting Person to certain individuals, including Lawrence W. Midland (52,000 shares)and Joseph Tassone (104,679 shares). These shares were held by the Reporting Person as custodian on behalf of Messrs. Midland and Tassone following the business combination of the Issuer and Bluehill ID AG, a stock corporation incorporated in Switzerland ("Bluehill ID"), which closed on January 4, 2010. |
(2) | Original cost basis of 1 CHF per share, or $0.98570, based on the average exchange rate for the month of March 2008 as reported on Oanda.com |
(3) | Original cost basis of 1 CHF per share, or $0.88913, based on the average exchange rate for the month of November 2007 as reported on Oanda.com |
(4) | Reflects distribution of 240,000 shares of common stock of the Issuer by BH Capital Management AG, a company controlled and owned by Mountain Partners AG and Ayman S. Ashour (an affiliate of the Reporting Person) to certain individuals in recognition of their efforts in the business combination transaction between the Issuer and Bluehill ID AG. |
(5) | Reflects 100% of the shares held by BH Capital Management AG, of which the Reporting Person owns 51%. |