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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Promissory Note | Â (1) | Â (2) | Units (3) | 245,000 (4) | $ 1 | D | Â |
| Warrant (right to buy) | Â (1) | 09/14/2014 | Common Stock | 325,000 | $ 1 | D | Â |
| 9.9% Warrant (right to buy) (5) | Â (1) | 07/26/2014 | Units of Common Stock, $1.50 Warrants and $2.00 Warrants | 0 (5) | $ 1 | D | Â |
| Secured Promissory Note (6) | 06/24/2005(7) | 06/24/2005(7) | Common Stock | 125,000 (8) | $ 2 | D | Â |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CLARK RICHARD W C/O 3003 WEST OLIVE AVENUE BURBANK, CA 91505 |
 |  X |  |  |
| Richard W. Clark by Debra K. Weiner, Attorney-in Fact | 06/20/2005 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | Although the term of the security would permit exercise or conversion, as the case may be, from the date of issuance, the exercise or conversion price was not determined until the pricing of the issuer's initial public offering. Accordingly, the security in fact became exercisable or convertible, as the case may be, on June 17, 2005. |
| (2) | In the event the issuer completes its initial public offering by June 30, 2005, the convertible note will automatically convert at the closing of the offering. If the IPO closes after June 30, 2005, the convertible note is convertible at the option of the holder and does not have a termination or expiration date. |
| (3) | The convertible note converts into Units, each Unit consisting of 1 share of common stock, 1 five-year warrant exercisable at $1.50 and 1 five-year warrant exercisable at $2.00. The warrants will expire five years from the effective date of the issuer's IPO (June 17, 2010). |
| (4) | The convertible note converts into 245,000 Units, which equals 245,000 shares of common stock, 245,000 $1.50 warrants and 245,000 $2.00 warrants. |
| (5) | The 9.9% Warrant entitles the holder to own up to 9.9% of the post-IPO, fully-diluted capitalization of the issuer at the initial public offering price, including securities the reporting person already owned or as to which the reporting person has the right to acquire pursuant to securities already owned. Based on the sale by the issuer in its initial public offering of 2.7 million Units at $1, containing 1 share of Common Stock, 1 Class A Warrant exercisable at $1.50 and 1 Class B Warrant exercisable at $2.00, plus taking into account all securities to be included in the post-IPO, fully-diluted calculation, and taking into account securities already owned or as to which the reporting person has a right to acquire, the 9.9% Warrant has no value in that the Reporting Person's ownership or right to acquire securities of the issuer exceeds 9.9% of the post-IPO, fully-diluted capitalization of the issuer. |
| (6) | The note, originally a non-convertible secured promissory note, became convertible as a result of the Conversion Agreement between the reporting person and the issuer dated April 30, 2005, as amended and restated as of May 31, 2005. |
| (7) | Fifty percent of the secured promissory note is automatically convertible at the closing of the isser's IPO. It will either automatically convert at the closing of the IPO or will revert to a non-derivative security and will not be convertible pursuant to the terms of the note or the agreement. |
| (8) | The secured promissory note is owned by 2 holders, and this Form 3 reports only the reporting person's interest. |
|  Remarks: CONFIRMING STATEMENT This statement confirms that the undersigned, Richard W. Clark, by his attorney-in-fact Francis La Maina, has authorized and designated A. John Murphy and Debra K. Weiner to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of NuVim, Inc. The authority of Mr. Murphy and Ms. Weiner under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of NuVim, Inc., unless earlier revoked in writing. The undersigned acknowledges that neither Mr. Murphy nor Ms. Weiner is assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: June 20, 2005 /s/ Richard W. Clark By Francis La Maina, Attorney-in-Fact | |