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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 | ||||||||
Class A Common Stock | (1) | 05/27/2010 | C | 77,370 (2) | (1) | (1) | Common Stock | 12,170,301 (2) | $ 0 | 0 | I | by H. & E. Buckingham Limited Partnership | |||
Class A Common Stock | (1) | 05/27/2010 | C | 22,630 | (1) | (1) | Common Stock | 3,559,699 | $ 0 | 0 | I | by Robert D. Buckingham Living Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Buckingham Robert D 5301 S. HIGHWAY 16 SUITE 200 RAPID CITY, SD 57701 |
X | X |
/s/ J.C. Anderson, Attorney-in-Fact | 06/01/2010 | |
**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) | Shares of Class A Common Stock were converted to shares of common stock on a 157.3-to-one basis for no consideration in accordance with the Issuer's Second Amended and Restated Certificate of Incorporation. |
(2) | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(3) | In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer by the Issuer and certain selling stockholders pursuant to an underwriting agreement (the "Underwriting Agreement") dated May 26, 2010, and final prospectus, dated May 26, 2010, H. & E. Buckingham Limited Partnership, as a selling stockholder, sold 2,707,950 shares of Common Stock. The Secondary Offering closed on June 1, 2010. |
(4) | In connection with the Secondary Offering of Common Stock of the Issuer by the Issuer and certain selling stockholders pursuant to the Underwriting Agreement and final prospectus, dated May 26, 2010, Robert D. Buckingham Living Trust, as a selling stockholder, sold 792,050 shares of Common Stock. The Secondary Offering closed on June 1, 2010. |