1
|
NAMES OF REPORTING PERSONS
|
||||
Boston Avenue Capital LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Oklahoma
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
4,496,293
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
4,496,293
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
4,496,293
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
25.84%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO (limited liability company)
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Yorktown Avenue Capital, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Oklahoma
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
16,000
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
16,000
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
16,000
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
0.09%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO (limited liability company)
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Charles M. Gillman
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
PF
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
4,496,293
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
4,496,293
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
4,496,293
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
25.84%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
James F. Adelson
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
4,496,293
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
4,496,293
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
4,496,293
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
25.84%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Stephen J. Heyman
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
4,496,293
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
4,496,293
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
4,496,293
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
25.84%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Combined Funding, Inc.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Texas
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
447,550
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
447,550
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
447,550
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
2.57%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Seven Grand, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Texas
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
0
|
||||
8
|
SHARED VOTING POWER
|
||||
234,270
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
234,270
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
234,270
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
1.35%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
J-Hawk II, LTD
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Texas
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
0
|
||||
8
|
SHARED VOTING POWER
|
||||
52,000
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
52,000
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
52,000
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
0.30%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
J-Hawk I, LTD
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Texas
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
0
|
||||
8
|
SHARED VOTING POWER
|
||||
161,280
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
161,280
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
161,280
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
0.93%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
CMC Cityscape II, Ltd
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Texas
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
0
|
||||
8
|
SHARED VOTING POWER
|
||||
20,000
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
20,000
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
20,000
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
0.11%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
CMC Cityscape GP, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Texas
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
20,000
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
20,000
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
20,000
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
0.11%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO (limited liability company)
|
1
|
NAMES OF REPORTING PERSONS
|
||||
James R. Hawkins
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
PF
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
4,091,264
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
4,091,264
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
4,091,264
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
20.11%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
James D. Recks
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
PF
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
3,498,306
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
3,498,306
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,498,306
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
20.11%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Bosque Realty, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Texas
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
0
|
||||
8
|
SHARED VOTING POWER
|
||||
84,400
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
84,400
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
84,400
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
0.49%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Rondy Gray
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) [X]
|
|||||
(b) [ ]
|
|||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||||
[ ]
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
7
|
SOLE VOTING POWER
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
84,400
|
||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
84,400
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
84,400
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
[ ]
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
0.49%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|
·
|
Boston Avenue Capital LLC (“Boston”), Yorktown Avenue Capital, LLC (“Yorktown”), Charles M. Gillman (“Mr. Gillman”), Stephen J. Heyman (“Mr. Heyman”) and James F. Adelson (“Mr. Adelson”),
|
|
·
|
Combined Funding, Inc. (“Combined”), Seven Grand, Ltd. (“Seven”), J-Hawk II, LTD (“J-Hawk II”), J-Hawk I, LTD (“J-Hawk I”), CMC Cityscape II, Ltd (“CMC”), CMC Cityscape GP, LLC (“CMCGP”), James R. Hawkins (“Mr. Hawkins”) and James D. Recks (“Mr. Recks”), and
|
|
·
|
Bosque Realty, Ltd. (“Bosque”) and Rondy Gray (“Mr. Gray”).
|
|
·
|
The principal business address for each of Boston, Yorktown and Messrs. Heyman, Adelson and Gillman is 15 East 5th Street, Suite 3200, Tulsa, Oklahoma 74103.
|
|
·
|
The principal business for each of Boston and Yorktown is investing in securities.
|
|
·
|
Messrs. Heyman and Adelson are the joint managers of each of Boston and Yorktown. Mr. Gillman is the portfolio manager of each of Boston and Yorktown.
|
|
·
|
The principal occupation of Messrs. Heyman and Adelson is independent oil and gas exploration and development.
|
|
·
|
The principal occupation of Mr. Gillman is an employee of Nadel and Gussman, LLC in which role he provides portfolio management services to business entities related to family members of Herbert Gussman. Mr. Gillman is also the principal of Value Fund Advisors, LLC. Messrs. Heyman and Adelson are joint managers of Nadel and Gussman, LLC.
|
|
·
|
Mr. Gillman is also a director of the Company.
|
|
·
|
The principal business address for each of Combined, Seven, J-Hawk II, J-Hawk I, CMC, CMCGP and Messrs. Hawkins and Recks is 4547 Lake Shore Drive, Waco Texas 76710.
|
|
·
|
The principal business for each of Combined, Seven, J-Hawk II, J-Hawk I, CMC and CMCGP is investing in securities.
|
|
·
|
Combined is the general partner for each of Seven, J-Hawk II and J-Hawk.
|
|
·
|
CMCGP is the general partner for CMC and Mr. Hawkins is the manager of CMCGP.
|
|
·
|
Messrs. Hawkins and Recks are the sole members of the board of directors of Combined. Mr. Recks is the president of Combined. Messrs. Hawkins and Recks exercise joint control over Combined.
|
|
·
|
The principal occupation of Mr. Hawkins is president of AMC Financial Holdings, Inc. (“AMC”) and as a private investor.
|
|
·
|
The principal occupation of Mr. Recks is Chief Executive Officer of AMC and as a private investor.
|
|
·
|
The principal business address for each of Bosque and Mr. Gray is PO Box 6168, Waco, Texas 76706.
|
|
·
|
The principal business for Bosque is investing in securities.
|
|
·
|
The principal occupation of Mr. Gray is a private investor.
|
Date of Transaction
|
Quantity
|
$ Amount
|
Price Per Share
|
Transaction Method
|
|||||||||
12/28/2012
|
(3,008,196 | ) | 600,000 | 0.1995 |
Private Transaction
|
Dated: January 7, 2013
|
COMBINED FUNDING, INC.
|
BOSTON AVENUE CAPITAL LLC
|
|
/s/ James R. Hawkins
|
/s/ Stephen J. Heyman
|
|
President
|
Manager
|
|
SEVEN GRAND, LTD.
|
BOSTON AVENUE CAPITAL LLC
|
|
By: Combined Funding, Inc.
|
||
its General Partner
|
||
/s/ James F. Adelson
|
||
Manager
|
||
/s/ James R. Hawkins
|
||
President
|
YORKTOWN AVENUE CAPITAL, LLC
|
|
J-HAWK II, LTD
|
/s/ Stephen J. Heyman
|
|
By: Combined Funding, Inc.
|
Manager
|
|
its General Partner
|
||
YORKTOWN AVENUE CAPITAL, LLC
|
||
/s/ James R. Hawkins
|
||
President
|
/s/ James F. Adelson
|
|
Manager
|
||
J-HAWK I, LTD
|
||
By: Combined Funding, Inc.
|
||
its General Partner
|
/s/ Stephen J. Heyman
|
|
STEPHEN J. HEYMAN
|
||
/s/ James R. Hawkins
|
||
President
|
/s/ James F. Adelson
|
|
JAMES F. ADELSON
|
||
CMC CITYSCAPE II, LTD
|
||
/s/ Charles M. Gillman
|
||
/s/ James R. Hawkins
|
CHARLES M. GILLMAN
|
|
General Partner
|
||
BOSQUE REALTY, LTD.
|
||
/s/ James R. Hawkins
|
||
JAMES R. HAWKINS
|
/s/ Rondy Gray
|
|
General Partner
|
||
/s/ James D. Recks
|
||
JAMES D. RECKS
|
/s/ Rondy Gray
|
|
RONDY GRAY
|