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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 | ||||||||
Warrant (right to buy) | $ 0.49 (12) | 05/01/2009 | J(1) | 256,226 (4) | 05/01/2009 | 01/03/2012 | Common Stock | 256,226 (4) | $ 0.49 (12) | 256,226 (4) | I | Held by Carlyle Liquid Holdings, LLC | |||
Series A-1 Preferred Stock | $ 0.1 | 05/01/2009 | J | 5,556 (5) | (2) | (2) | Common Stock | 277,775 (6) | $ 5 | 5,556 (7) | I | Held by Carlyle Liquid Holdings, LLC | |||
Series A-2 Preferred Stock | $ 0.22 | 05/01/2009 | J(1) | 9,875 (8) | (2) | (2) | Common Stock | 224,428 (9) | $ 5 | 9,875 (10) | I | Held by Carlyle Holdings, LLC | |||
Series A-1 Preferred Stock | $ 0.1 | 01/05/2010 | P | 1,000 | (2) | (2) | Common Stock | 50,000 | $ 5 | 6,556 (11) | I | Majority are held by Carlyle Liquid Holdings, LLC (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BIEHL ROBERT 30452 ESPERANZA RANCHO SANTA MARGARITA, CA 92688 |
X |
/s/ Robert Biehl | 09/28/2010 | |
**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) | Acquired in connection with a note financing transaction by the Issuer that closed on May 1, 2009. |
(2) | Each share of 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 for Series A Preferred Stock. The Series A Preferred Stock has no expiration date. |
(3) | 5,556 shares of the Series A-1 Preferred Stocks are held by Carlyle Liquid Holdings, LLC. 1,000 shares of the Series A-1 Preferred Stocks are held directly. |
(4) | Original Form 4 filed on 9/8/10 included a miscalculation in Table 5, Table 7, and Table 9, which is correctly reflected in this filing as 256,226 shares. |
(5) | Original Form 4 filed on 9/8/10 included a miscalculation in Table 5, which is correctly reflected in this filing as 5,556 shares. |
(6) | Original Form 4 filed on 9/8/10 included a miscalculation in Table 7, which is correctly reflected in this filing as 277,775 shares. |
(7) | Original Form 4 filed on 9/8/10 included a miscalculation in Table 9, which is correctly reflected in this filing as 5,556 shares. |
(8) | Original Form 4 filed on 9/8/10 included a miscalculation in Table 5, which is correctly reflected in this filing as 9,875 shares. |
(9) | Original Form 4 filed on 9/8/10 included a miscalculation in Table 7, which is correctly reflected in this filing as 224,428 shares. |
(10) | Original Form 4 filed on 9/8/10 included a miscalculation in Table 9, which is correctly reflected in this filing as 9,875 shares. |
(11) | Original Form 4 filed on 9/8/10 included a miscalculation in Table 9, which is correctly reflected in this filing as 6,556 shares. |
(12) | Prior Form 4 filed on 9/8/10, was mistakenly filed using incorrect price. The correct price is $0.49. |