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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Call Options (obligations to sell) | Â | 06/01/2013 | Â | E | Â | 1 | 03/03/2012 | 06/01/2013 | Common Stock | $ 0 | 0 | By Vicis Capital Master Fund |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vicis Capital, LLC 445 PARK AVENUE SUITE 1043 NEW YORK, NY 10022 |
 |  X |  |  |
Vicis Capital Master Fund 445 PARK AVENUE SUITE 1043 NEW YORK, NY 10022 |
 |  X |  |  |
/s/ Andrew Comito, Compliance Officer, Vicis Capital, LLC | 01/29/2014 | |
**Signature of Reporting Person | Date | |
/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund | 01/29/2014 | |
**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) | Represents the indirect holdings of Vicis Capital, LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital, LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital, LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares. |
(2) | On March 30, 2012, Vicis Capital Master Fund entered into a Common Stock Option Agreement with the Issuer. Pursuant to the Option Agreement, the Fund granted the Issuer an option to purchase from the Fund its remaining shares of the Issuer's Common Stock (the "Option"). The Option was exercisable for an aggregate exercise price of (i) $5,300,000 if the Option had been exercised before June 1, 2012; (ii) $6,300,000 if the Option had been exercised between June 2, 2012 and August 1, 2012; (iii) $6,800,000 if the Option had been exercised between August 2, 2012 and December 1, 2012; or (iv) $7,300,000 if the Option had been exercised between December 2, 2012 and June 1, 2013. |
(3) | The Option Agreement expired pursuant to its terms prior to being exercised by the Issuer. Pursuant to Rule 16(b)-6(d) under the Securities Exchange Act of 1934, as amended, the expiration of the Option qualifies for exemption from Section 16(b). |