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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 | ||||||||
Senior Secured Convertible Promissory Notes | $ 0.25 | 11/30/2012 | A | $ 200,000 | (1) | 11/30/2015 | Common Stock | 800,000 | $ 200,000 | $ 200,000 | D | ||||
Warrants to Purchase Common Stock (right to buy) | $ 0.5 | 11/30/2012 | A | 800,000 | (2) | 11/30/2017 | Common Stock | 800,000 | $ 0 (3) | 800,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DEWOLFE RICHARD B C/O DEWOLFE & COMPANY, LLC P.O. BOX 299 MILTON, MA 02186 |
X |
/s/ Tom Palmiero as attorney-in-fact for Richard B. DeWolfe | 12/04/2012 | |
**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) | The Senior Secured Convertible Promissory Notes (the "Notes") are convertible into shares of common stock of the Issuer at any time to the extent there is a sufficient number of authorized shares not otherwise reserved for issuance by the Company. If the Issuer elects to prepay the Notes, which the Issuer has the right to elect on or after November 30, 2014, the Notes will no longer be convertible on the date five days prior to the prepayment date. |
(2) | The Warrants to purchase common stock of the Issuer (the "Warrant") are exercisable only if a sufficient number of shares of common stock are authorized for the exercise of the Warrants. |
(3) | On November 30, 2012, the Reporting Person was issued Warrants in conjunction with the issuance of the Note to the Reporting Person. No additional consideration was paid by the Reporting Person to the Issuer for the issuance of the Warrants. |