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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 | ||||||||
Class B Common Stock | (1) | 08/17/2010 | J | 23,765,141 (2) | (1) | (1) | Class A Common Stock | 23,765,141 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
IHE, INC. WEST BAY STREET P.O. N-3993 NASSAU, C5 |
X | See Remarks |
/s/ Schevon Miller, as Director of Corporate Associates Limited, Director of IHE, INC. | 08/19/2010 | |
**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) | As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. |
(2) | On August 17, 2010, IHE, INC. distributed to its members 23,765,141 shares of Class B Common Stock beneficially owned by IHE, INC. No consideration was paid in connection with the distribution from IHE, INC. The distribution of 539,588 shares of Class B Common Stock to certain members of IHE, INC. does not constitute a "permitted transfer" under the Issuer's Amended and Restated Certificate of Incorporation. As a result, upon such transfer, those shares of Class B Common Stock converted automatically into 539,588 shares of Class A Common Stock. The distribution of the remaining 23,225,553 shares of Class B Common Stock does constitute a "permitted transfer" under the Issuer's Amended and Restated Certificate of Incorporation and, as a result, those shares remain shares of Class B Common Stock immediately following the distribution. |
Remarks: Member of 10% owner group. |