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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 | ||||||||
Stock Options | $ 3.04 | 03/31/2016 | D(3) | 230,000 | (4) | 01/12/2021 | Common Stock | 230,000 | $ 0 | 0 | D | ||||
Stock Options | $ 3.82 | 03/31/2016 | D(3) | 497,916 | (5) | 08/29/2021 | Common Stock | 497,916 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bailey Brent David 300 SOUTH GRAND AVE., SUITE 4100 LOS ANGELES, CA 90071-3151 |
Former CEO and Director |
/s/ Brent D. Bailey | 05/10/2016 | |
**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) | Grant of shares made pursuant to the Separation Agreement between the issuer and the reporting person, dated as of March 31, 2016 (the "Separation Agreement"), a copy of which is attached to and made a part of the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on April 4, 2016; transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3 thereunder. |
(2) | Shares withheld pursuant to the Separation Agreement to satisfy tax withholding obligations; transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. |
(3) | Disposition to the issuer of stock options pursuant to the Separation Agreement; transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. As of March 31, 2016, 486,000 of such stock options were vested and 241,916 were unvested. |
(4) | 81,000 stock options became exercisable on each of January 1, 2011 and January 1, 2013, and 68,000 stock options became exercisable on January 1, 2014. |
(5) | 40,000 stock options became exercisable on January 1, 2014, and 108,000 stock options became exercisable on each of January 1, 2015 and January 1, 2016. 108,000 stock options were scheduled to become exercisable on January 11, 2017 and an additional 133,916 stock options were scheduled to become exercisable on January 11, 2018. |