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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 | |
KINGSTOWN CAPITAL PARTNERS, LLC 11 EAST 44TH STREET, 7TH FLOOR NEW YORK, NY 10017 |
X | |||
BLITZER MICHAEL 11 EAST 44TH STREET, 7TH FLOOR NEW YORK, NY 10001 |
X | |||
SHANON GUY 11 EAST 44TH STREET, 7TH FLOOR NEW YORK, NY 10017 |
X | |||
KINGSTOWN PARTNERS L.P. 11 EAST 44TH STREET, 7TH FLOOR NEW YORK, NY 10017 |
X | |||
KINGSTOWN CAPITAL MANAGEMENT L.P. 11 EAST 44TH STREET, 7TH FLOOR NEW YORK, NY 10017 |
X | |||
KINGSTOWN MANAGEMENT GP LLC 11 EAST 44TH STREET, 7TH FLOOR NEW YORK, NY 10017 |
X | |||
Kingstown Partners Master Ltd. C/O MOURANT OZANNES CORPORATE SERVICES 42 NORTH CHURCH STREET, P.O. BOX 1348 GRAND CAYMAN, E9 KY1-1108 |
X |
Kingstown Capital Partners, LLC, By: /s/ Guy Shanon, Managing Member | 07/06/2010 | |
**Signature of Reporting Person | Date | |
/s/ Blitzer, Michael | 07/06/2010 | |
**Signature of Reporting Person | Date | |
/s/ Shanon, Guy | 07/06/2010 | |
**Signature of Reporting Person | Date | |
Kingstown Partners L.P., By: Kingstown Capital Partners LLC, its General Partner, By: /s/ Guy Shanon, Managing Member | 07/06/2010 | |
**Signature of Reporting Person | Date | |
Kingstown Capital Management L.P., By: Kingstown Management GP LLC, its General Partner, By: /s/ Guy Shanon, Managing Member | 07/06/2010 | |
**Signature of Reporting Person | Date | |
Kingstown Management GP LLC, By: /s/ Guy Shanon, Managing Member | 07/06/2010 | |
**Signature of Reporting Person | Date | |
Kingstown Partners Master Ltd., By: Kingstown Capital Management L.P., its Investment Manager, By: Kingstown Management GP LLC, its General Partner, By: /s/ Guy Shanon, Managing Member | 07/06/2010 | |
**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 Kingstown Capital Partners LLC ("Kingstown GP"), Kingstown Partners L.P. ("Kingstown"), Kingstown Capital Management L.P. ("Kingstown Capital"), Kingstown Management GP LLC ("Kingstown Management"), Kingstown Partners Master Ltd. ("Master Fund"), Michael Blitzer and Guy Shanon (collectively the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that beneficially owns in excess of 10% of the Issuer's outstanding Shares. As members of the group, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the other members of the group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer beneficially owned by the other members of the group except to the extent of his or its pecuniary interest therein. |
(2) | Shares beneficially owned by Kingstown Capital that were acquired for the account of Absolute Opportunities Fund, a mutual fund, for which Kingstown Capital is a subadviser. As the general partner of Kingstown Capital, Kingstown Management may be deemed to beneficially own the Shares owned by Kingstown Capital. As the managing members of Kingstown Management, each of Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares owned by Kingstown Capital. |
(3) | Transaction constitutes a contribution by Kingstown to Master Fund. |
(4) | Shares owned directly by Master Fund. As the investment manager of Master Fund, Kingstown Capital may be deemed to beneficially own the Shares owned by Master Fund. As the general partner of Kingstown Capital, Kingstown Management may be deemed to beneficially own the Shares owned by Master Fund. As the managing members of Kingstown Management, each of Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares owned by Master Fund. |
(5) | Shares owned directly by Mr. Shanon. |