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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 | ||||||||
| Series B Convertible Pfd. Stk, par value $.01 per share | $ 24.65 (1) | 10/08/2004 | (2) | Common Stock, par value $.01 per share | 8,113.5 (1) (3) | 8,113.5 (1) (3) | I | See (1) | |||||||
| Employee Stock Option (right to buy) | $ 18 (1) | (4) | 12/12/2016 | Common Stock, par value $.01 per share | 25,000 (1) | 25,000 (1) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ATAYAN CHRISTOPHER H C/O SLUSSER ASSOCIATES, INC. 153 EAST 53RD STREET NEW YORK, NY 10022 |
X | CEO and Vice Chairman | ||
| Andrew C. Plummer, Attorney-in-fact for Christopher H. Atayan | 12/10/2007 | |
| **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) | The applicable conversion and exercise price and number of shares issuable on conversion or exercise are subject to anti-dilution adjustments. |
| (2) | The Issuer may redeem the Series B Convertible Preferred Stock, at its option, commencing on October 9, 2006 and must be redeemed upon a change of control, as defined in the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible until converted or redeemed. |
| (3) | Pursuant to an agreement among the Reporting Person, another individual (the "Second Participant"), and the holder of the Series B Convertible Preferred Stock, the holder has granted to the Reporting Person and the Second Participant a 20% participation interest in any capital gains realized by the holder from its investment in the Issuer, to be shared equally by the Reporting Person and the Second Participant. As a result of such participation interest, the Reporting person may be deemed to have a pecuniary interest in such stock for purposes of 16a-(2)(i) under the Securities Exchange Act of 1934. The Reporting Person does not possess the power to vote or dispose of the Series B Convertible Preferred Stock or to direct the vot or disposition of such stock, and disclaims any beneficial interest in such stock in excess of such pecuniry interest. |
| (4) | The stock option vests and is exercisable in three equal installments beginning December 12, 2007 |