1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Warrants (expiring 10/1/2010)
|
Â
(5)
|
10/01/2010 |
Common Stock
|
32,790
|
$
3.25
|
D
(1)
(4)
|
Â
|
Warrants (expiring 10/1/2010)
|
Â
(5)
|
10/01/2010 |
Common Stock
|
32,791
|
$
3
|
D
(1)
(4)
|
Â
|
Warrants (expiring 3/22/2015)
|
Â
(5)
|
03/22/2015 |
Common Stock
|
772,151
|
$
2
|
D
(1)
(4)
|
Â
|
Warrants (expiring 10/1/2010)
|
Â
(5)
|
10/01/2010 |
Common Stock
|
4,226
|
$
3.25
|
D
(2)
(4)
|
Â
|
Warrants (expiring 10/1/2010)
|
Â
(5)
|
10/01/2010 |
Common Stock
|
4,227
|
$
3
|
D
(2)
(4)
|
Â
|
Warrants (expiring 3/22/2015)
|
Â
(5)
|
03/22/2015 |
Common Stock
|
78,978
|
$
2
|
D
(2)
(4)
|
Â
|
Warrants (expiring 10/1/2010)
|
Â
(5)
|
10/01/2010 |
Common Stock
|
12,983
|
$
3.25
|
D
(3)
(4)
|
Â
|
Warrants (expiring 10/1/2010)
|
Â
(5)
|
10/01/2010 |
Common Stock
|
12,983
|
$
3
|
D
(3)
(4)
|
Â
|
Warrants (expiring 3/22/2015)
|
Â
(5)
|
03/22/2015 |
Common Stock
|
98,871
|
$
2
|
D
(3)
(4)
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 shares of common stock owned directly by Burlingame Equity Investors, LP "Domestic Fund"), a Delaware limited
partnership. |
(2) |
Represents shares of common stock owned directly by Burlingame Equity Investors II, LP ("Domestic Fund II"), a
Delawarelimited partnership. |
(3) |
Represents shares of common stock owned directly by Burlingame Equity Investors (Offshore) Ltd. ("Offshore Fund"), a Cayman
Islands exempted company. |
(4) |
Burlingame Asset Management, LLC ("BAM"), a Delaware limited liability company, is the general partner of each of the
Domestic Fund and Domestic Fund II, and the investment manager of the Offshore Fund. BAM, in its capacity as general
partner and investment manager, respectively, of the Domestic Fund, Domestic Fund II and the Offshore Fund (collectively,
the "Funds"), may be deemed to indirectly own the shares of common stock owned by the Funds. Blair E. Sanford, as the
controlling person of BAM, may be deemed to indirectly own the shares of common stock owned by BAM. Each of BAM, Domestic
Fund, Domestic Fund II, Offshore Fund and Mr. Sanford herein states that the filing of this Form 3 and the statements made
herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Form,
except to the extent of their pecuniary interest therein. |
(5) |
The warrants are immediately exercisable. The warrants which expire on March 22, 2015 (the "2015 Warrants") have a
conversion cap of 19.99%. The reporting persons disclaim beneficial ownership of any and all shares issuable upon any
exercise of the 2015 Warrants if such exercise would cause the reporting persons' aggregate beneficial ownership to exceed
or remain above the 19.99% conversion cap. |