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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 | ||||||||
| Director Stock Option (right to purchase) | $ 3.32 | 08/16/2011 | A | 17,500 | (4) | 08/15/2021 | Common Stock | 17,500 | $ 0 | 17,500 | D | ||||
| Director Stock Option (right to purchase) | $ 0.04 | 01/06/2012 | M | 115,722 | (5) | 03/12/2013 | Common Stock | 115,722 | $ 0 | 0 | D | ||||
| Director Stock Option (right to purchase) | $ 0.2 | 01/06/2012 | M | 36,001 | (6) | 11/17/2014 | Common Stock | 36,001 | $ 0 | 0 | D | ||||
| Series A Preferred Stock | (2) | 02/15/2012 | C | 64,104 | 11/18/2002 | (2) | Common Stock | 64,104 | $ 0 | 0 | I | See footnote (3) | |||
| Series B Preferred Stock | (2) | 02/15/2012 | C | 27,000 | 10/01/2004 | (2) | Common Stock | 27,000 | $ 0 | 0 | I | See footnote (3) | |||
| Series B Preferred Stock | (2) | 02/15/2012 | C | 10,500 | 01/25/2005 | (2) | Common Stock | 10,500 | $ 0 | 0 | I | See footnote (3) | |||
| Series C Preferred Stock | (2) | 02/15/2012 | C | 12,540 | 10/19/2006 | (2) | Common Stock | 12,540 | $ 0 | 0 | I | See footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Levy Jordan ONE HSBC CENTER, SUITE 3850 BUFFALO, NY 14203 |
X | |||
| /s/ William J. Stuart, POA | 02/16/2012 | |
| **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) | This transaction involved a gift of securities by the Reporting Person to his son. The reporting person disclaims beneficial ownership of the shares held by his son. |
| (2) | The preferred stock converted into common stock of the Issuer on a 1.5 for one basis and had no expiration date. |
| (3) | Held directly by JoRon Management LLC, of which the Reporting Person is one of two managers. The Reporting Person disclaims beneficial ownership of the shares held by JoRon Management LLC except to the extent of his pecuniary interest therein. |
| (4) | The option was exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 33% of the shares subject to the option vested on September 1, 2011. 33% of the shares subject to the option will vest on September 1, 2012 and 34% of the shares subject to the option will vest on September 1, 2013, subject to the Reporting Person's continuous service through such date. |
| (5) | The option was exercisable on the date of grant. Shares purchased under the option were subject to repurchase by the Issuer until vested. The shares vested in 48 equal monthly installments from December 18, 2002 through 2006, subject to the Reporting Person's continuous service through such dates. |
| (6) | The option was exercisable on the date of grant. Shares purchased under the option were subject to repurchase by the Issuer until vested. The shares vested 25% on October 1, 2005 and in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through such dates. |
| Remarks: Date of Earliest Transaction: The transaction giving rise to this Form 4 filing occurred on February 15, 2012. In accordance with Rule 16a-2, transactions which took place within 6 months prior to that date are also reported on this form. | |