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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 | ||||||||
Common Stock Purchase Warrants | $ 0.95 | 09/07/2011 | X | 198,546 | (5) | 09/24/2011 | Common Stock | 198,546 | $ 0 | 0 | I | See footnote (3) | |||
Common Stiock Purchase Warrants | $ 0.95 | 09/07/2011 | X | 5,091 | (5) | 09/24/2011 | Common Stock | 5,091 | $ 0 | 0 | I | See footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OHCP GENPAR LP 201 MAIN STREET SUITE 2415 FORT WORTH, TX 76102 |
X | See Remarks | ||
OHCP MGP LLC 201 MAIN STREET SUITE 2415 FORT WORTH, TX 76102 |
X | See Remarks |
OHCP GenPAR, L.P. By: OHCP MGP, LLC, By: /s/ Kevin G. Levy, Vice President | 09/09/2011 | |
**Signature of Reporting Person | Date | |
OHCP MGP, LLC, By: /s/ Kevin G. Levy, Vice President | 09/09/2011 | |
**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) | On September 7, 2011, Oak Hill Capital Partners, L.P. ("OHCP") and Oak Hill Capital Management Partners, L.P. ("OHCMP") exercised warrants to purchase 198,546 shares and 5,091 shares, respectively, of Common Stock for $0.95 per share. OHCP and OHCMP paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 44,381 shares and 1,138 shares, respectively, to pay the exercise price and issuing to OHCP and OHCMP the remaining 154,165 shares and 3,953 shares, respectively. |
(2) | The price reflects the fair market value of the Common Stock on September 7, 2011. |
(3) | These shares are owned by OHCP, which is not a Reporting Person. These shares owned by OHCP may be deemed to be indirectly beneficially owned by the Reporting Persons. |
(4) | These shares are owned by OHCMP, which is not a Reporting Person. These shares owned by OHCMP may be deemed to be indirectly beneficially owned by the Reporting Persons. |
(5) | This warrant is immediately exercisable. |
Remarks: (+) The Reporting Persons may be deemed to be a member of a Section 13(d) "group" that owns more than 10% of the outstanding common stock of the Issuer. However, the Reporting Persons disclaim such group membership and this report shall not be deemed an admission that any Reporting Person is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock for purposes of Section 16 or for any other purpose. (++) OHCP MGP, LLC ("OHCP MGP") is the general partner of OHCP GenPar, L.P. ("OHCP Genpar"), which is the general partner of OHCP and OHCMP, beneficial owner of the securites reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of OHCP MGP and OHCP GenPar may be deemed to be the beneficial owner of the securites beneficially owned by OHCP and OHCMP only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of OHCP and OHCMP. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that OCHP MGP or OHCP GenPar is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by OHCP and OHCMP in excess of such amount. |