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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Breeden Richard C C/O BREEDEN CAPITAL MANAGEMENT LLC 100 NORTHFIELD STREET GREENWICH, CT 06830 |
X |
/s/ Richard C. Breeden | 12/20/2011 | |
**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) | In prior reports, Mr. Breeden reported beneficial ownership of 5,067,321 shares of common stock ("Common Stock") held by Breeden Partners L.P. (the "Delaware Fund"), Breeden Partners (California) L.P. (the "California Fund"), Breeden Partners (California) II L.P., Breeden Partners Holdco Ltd. ("Holdco") and Breeden Partners (Cayman) Ltd. Mr. Breeden, in his capacity as managing member, as well as chairman and chief executive officer of Breeden Capital Management LLC, may be deemed to be the indirect beneficial owner of the Common Shares owned by the Funds; however, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(2) | On December 19, 2011, Holdco distributed 1,526,605 Common Shares to certain investors of Breeden Partners (Cayman) Ltd., a feeder fund of Holdco, for no consideration, including a distribution of 14,842 Common Shares to Breeden Capital Partners LLC, of which Mr. Breeden serves as the Managing Member. Also on December 19, 2011, the Delaware Fund distributed 534,490 Common Shares to certain of its investors for no consideration. On December 19, 2011, the California Fund distributed 1,250,000 Common Shares to certain of its investors for no consideration. Mr. Breeden did not directly receive any shares of Common Stock in the distribution. |
(3) | Mr. Breeden continues to hold of record 13,316 shares of Common Stock directly. These shares include 1,186 shares of Common Stock that are restricted. The restrictions on these 1,186 shares of Common Stock lapse on February 3, 2012. Pursuant to the governing documents of the Funds, any profits realized with respect to these shares will be apportioned among the Funds. |