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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 | ||||||||
Warrants (Right to Buy) | $ 0.01 (2) | 03/31/2011 | P | 125,000 | 03/31/2011 | 03/31/2016 | Common Stock | 125,000 | (2) | 125,000 | I | See Footnotes (1) (3) (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GENDELL JEFFREY L ET AL 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE CAPITAL PARTNERS L P 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE CAPITAL MANAGEMENT LLC 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
Tontine Capital Overseas Master Fund, L.P. 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
Tontine Capital Overseas GP, LLC 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P. 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE ASSET ASSOCIATES, L.L.C. 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X |
Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 04/04/2011 | |
**Signature of Reporting Person | Date | |
Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 04/04/2011 | |
**Signature of Reporting Person | Date | |
Tontine Capital Overseas Master Fund, L.P. By: its General Partner, Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 04/04/2011 | |
**Signature of Reporting Person | Date | |
Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 04/04/2011 | |
**Signature of Reporting Person | Date | |
Tontine Capital Overseas Master Fund II, L.P. By: its General Partner, Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 04/04/2011 | |
**Signature of Reporting Person | Date | |
Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 04/04/2011 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey L. Gendell | 04/04/2011 | |
**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) | This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership ("TMF"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA") and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP; (b) TCO, the general partner of TMF; and (c) TAA, the general partner of TCP 2. |
(2) | The warrants were issued to TCP 2 in connection with the Secured Senior Subordinated Note and Warrant Purchase Agreement dated as of March 31, 2011, by and among the Issuer, TCP 2 and Northcreek Mezzanine Fund I, L.P., a Delaware limited partnership, on its behalf and as collateral agent (the "Purchase Agreement"). Pursuant to the Purchase Agreement, TCP 2 was issued a promissory note in the original principal amount of $2,500,000 and warrants to purchase 125,000 shares of Common Stock of the Issuer, in exchange for aggregate consideration of $2,500,000. The exercise price of the warrants is $0.01 per share. The number of shares of Common Stock underlying the warrants and the exercise price are subject to certain anti-dilution provisions. |
(3) | The warrants are owned directly by TCP 2 and may be deemed to be beneficially owned by TAA and Mr. Gendell. |
(4) | Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCP 2 and TAA. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2. |
(5) | Each of TCP, TCM, TCO, and TMF disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise. |