|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase one share of Common Stock (1) | $ 6 | 07/07/2010 | S | 883,800 | (5) | 07/12/2010 | Common Stock | 883,800 | $ 0.1 | 0 | I | By Knott Partners, L.P. (2) (4) | |||
| Warrants to purchase one share of Common Stock (1) | $ 6 | 07/07/2010 | S | 355,300 | (5) | 07/12/2010 | Common Stock | 355,300 | $ 0.1 | 0 | I | By Shoshone Partners, L.P. (2) (4) | |||
| Warrants to purchase one share of Common Stock (1) | $ 6 | 07/07/2010 | S | 454,200 | (5) | 07/12/2010 | Common Stock | 454,200 | $ 0.1 | 0 | I | By Knott Partners Offshore Master Fund, L.P. (2) (4) | |||
| Warrants to purchase one share of Common Stock (1) | $ 6 | 07/07/2010 | S | 70,600 | (5) | 07/12/2010 | Common Stock | 70,600 | $ 0.1 | 0 | I | By Managed Account A (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KNOTT DAVID M 485 UNDERHILL BLVD STE 205 SYOSSET, NY 11791-3419 |
X | |||
| /s/David M. Knott | 07/08/2010 | |
| **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) | The reported securities identified in Column 5 of Table II (the "Warrants") represent components originally acquired as Units, and may include warrants that were acquired in open market transactions. Each Unit consists of one (1) share of common stock and one warrant to purchase one (1) share of common stock. |
| (2) | The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., and Knott Partners Offshore Master Fund, L.P., and (ii) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P. |
| (3) | The securities identified in this row are held by a managed account (a "Managed Account") for which Dorset Management Corporation provides portfolio management services. The Reporting Person is the President and sole director of Dorset Management Corporation. |
| (4) | As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities represented in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in the securities represented in this entry as a result of its performance-related fee. Except with respect to Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., and each of the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party. |
| (5) | The Warrants are currently exercisable. |