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 | ||||
Series A Warrant | 01/31/2011 | 01/31/2014 | Common Stock | 9,047,085 | $ 0.01 | D (1) | Â |
Series B Warrant | Â (2) | Â (2) | Common Stock | 9,047,085 | $ (2) | D (1) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Thread Master GP LLC 101 PARK AVENUE 33RD FLOOR NEW YORK, NY 10178 |
 |  X |  |  |
DUBE ANSHUMAN 2049 CENTURY PARK EAST SUITE 3630 LOS ANGELES, CA 90067 |
 |  X |  |  |
BOOTH SCOTT 101 PARK AVENUE 33RD FLOOR NEW YORK, NY 10178 |
 |  X |  |  |
Thread Master GP, LLC by /s/ Anshuman Dube | 03/15/2011 | |
**Signature of Reporting Person | Date | |
/s/ Anshuman Dube | 03/15/2011 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth | 03/15/2011 | |
**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) | The shares are owned directly by Thread Master GP, LLC, of which both Anshuman Dube and Scott Booth are managers. Messrs. Dube and Booth disclaim beneficial ownership of the securities held by Thread Master GP, LLC, except to the extent of their pecuniary interest therein. |
(2) | The Series B Warrant is exercisable commencing on the date the exercise price is established. The exercise price will be calculated based on the price at which the Issuer sells shares of either its common stock or preferred stock in a capital raising transaction for aggregate gross proceeds of at least $1,000,000, excluding any proceeds from exercise or conversion of securities outstanding as of January 31, 2011 and any business or technology or acquisitions. If no such captial raising transaction occurs prior to June 30, 2011 or the Issuer defaults on the loan funded by Thread Master GP, LLC, the exercise price will be $0.01. The Series B Warrant expires upon the earlier of the fifth anniversary of the date the exercise price is established or June 30, 2016. |