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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 A Convertible Preferred Stock | $ 55 | 06/24/2005 | C | 150,000 | (1) | (2) | Common Stock | 2,729 | $ 55 | 0 | D | ||||
| Note Payable | $ 3 | 06/24/2005 | C | 47,951 | 06/24/2005(3) | 06/24/2005(3) | Common Stock | 47,951 | $ 143,851 (4) | 0 | D | ||||
| Directors Stock Option (right to buy) | $ 1 | 06/24/2005 | A | 10,000 | (5) | 06/24/2015 | Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Directors Stock Option (right to buy) | $ 1 | 06/24/2005 | A | 7,500 | 06/24/2005 | 06/24/2015 | Common Stock | 7,500 | $ 0 | 7,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FARLEY DONALD F 43 FIFTH AVENUE 10 NW NEW YORK, NY 10003 |
X | |||
| Debra K. Weiner, attorney-in-fact for Donald F. Farley | 06/28/2005 | |
| **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 Series A Convertible Preferred Stock was exercisable immediately upon issuance. It automatically converted upon the closing of the issuer's initial public offering. |
| (2) | The Series A Convertible Preferred Stock did not expire but did automatically convert into Common Stock upon the closing of the issuer's initial public offering. Each 55 shares converted into 1 share of Common Stock. |
| (3) | By agreement between the reporting person and the issuer, the note payable, including accrued interest, converted at the closing of the issuer's initial public offering. |
| (4) | The reporting person agreed to convert the principal and accrued interest owed on a note payable, totalling $143,851, into common stock at the closing of the issuer's initial public offering. |
| (5) | Options become exercisable in three substantially equal installments, beginning one year from the date of grant (June 24, 2006). The first two installments will result in 3,333 options becoming exercisable, with the third installment exercisable for 3,334 shares. |
| Remarks: CONFIRMING STATEMENT This statement confirms that the undersigned, Donald F. Farley, 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 24, 2005 /s/ Donald F. Farley | |