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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 | ||||||||
210-Day Warrants | $ 0.01 | 12/13/2004 | J(2) | 126,904 | 12/13/2004 | 01/17/2005 | Common Stock | 126,904 | $ 0 | 126,904 | I | Held by Trilogy Capital Holdings Corporation (1) | |||
210-Day Warrants | $ 0.01 | 12/30/2004 | X | 126,904 | 12/13/2004 | 01/17/2005 | Common Stock | 126,904 | $ 0 | 0 | I | Held by Trilogy Capital Holdings Corporation (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LIEMANDT JOSEPH 5001 PLAZA ON THE LAKE AUSTIN, TX 78746 |
X | X |
Joseph A. Liemandt | 01/14/2005 | |
**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) | Trilogy Capital Holdings Corporation (f/k/a Samuelson Investments, Inc.) is wholly owned by Trilogy, Inc. Reporting person is President and CEO of Trilogy, Inc. Reporting person disclaims any beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(2) | In connection with a Securities Purchase Agreement dated June 16, 2004, Trilogy Capital Holdings Corporation (f/k/a Samuelson Investments, Inc.) ("TCHC") was granted 210-day warrants that were exercisable if, and only in the event that, the Six Month Price (as defined below) is below $2.20 and to purchase a variable number of shares of common stock at $.01 per share based upon the Six Month Price. "Six Month Price" means the greater of $1.75 or the lowest average closing price of the common stock of the Company for any 15 consecutive day period during the six-month period immediately following June 16, 2004. On December 13, 2004, TCHC received 126,904 shares pursuant to such arrangement. |