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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 Senior Secured Convertible Note ("Notes") (1) | $ 0.25 (3) | 02/06/2010 | J | 1,055,537.05 (1) (2) (3) | 02/06/2013 | 11/28/2015 | Common Stock | 4,222,148 (2) (3) | $ 0 | 1,055,537.05 (2) (3) | I (2) | By Limited Partnerships (2) | |||
Warrants (1) | $ 0.5 (5) | 02/06/2013 | J | 4,222,148 (1) (4) (5) | 02/06/2013 | 11/30/2017 | Common Stock | 4,222,148 (4) (5) | $ 0 | 4,222,148 (4) (5) | I (4) | By Limited Partnerships (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARXE AUSTIN W & GREENHOUSE DAVID M C/O SPECIAL SITUATIONS FUNDS 527 MADISON AVENUE, SUITE 2600 NEW YORK, NY 10022 |
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Austin W. Marxe | 02/11/2013 | |
**Signature of Reporting Person | Date | |
David M. Greenhouse | 02/11/2013 | |
**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) | Failure to comply with Registration Rights Agreement dated October 16, 2009, resulted in a claim for liquidated damages. On February 6, 2012 the Reporting Persons entered into a settlement agreement with the Issuer to satisfy such damages. |
(2) | This is a joint filing by Austin W. Marxe (Marxe) & David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Cayman Fund, L.P. (Cay), and Special Situations Private Equity Fund, LP (PE). QP owns a $618,122.50 Note convertible into 2,472,490 C.S., Cay owns a $206,040.83 Note convertible into 824,163 C.S. and PE owns a $164,874.89 Note convertible into 659,500 C.S. Greenhouse owns a $66,498.83 Note convertible into 265,995 C.S. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, Cay & PE are limited to the extent of his pecuniary interest. |
(3) | The Notes are convertible into shares of Common Stock at any time to the extent there are a sufficient number of authorized shares. |
(4) | This is a joint filing by Austin W. Marxe (Marxe) & David M. Greenhouse (Greenhouse). Marxe and Greenhouse share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Cayman Fund, L.P. (Cay), and Special Situations Private Equity Fund, LP (PE). QP owns 2,472,490 Warrants, Cay owns 824,163 Warrants and PE owns 659,500 Warrants. Greenhouse owns 265,995 Warrants. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, Cay & PE are limited to the extent of their pecuniary interest. |
(5) | The Warrants are exercisable into shares of Common Stock at any time to the extent there are a sufficient number of authorized shares. |