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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 | ||||||||
| Stock Option (Right to Buy) | $ 4.5 | (4) | 01/25/2018 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 0.93 | (5) | 12/22/2018 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Warrant (Right to Buy) | $ 1.25 | 07/07/2009 | P | 49,407 | 07/07/2009 | 07/07/2014 | Common Stock | 49,407 | (1) | 49,407 | D | ||||
| Warrant (Right to Buy) | $ 1.71 | 07/07/2009 | P | 49,407 | 07/07/2009 | 07/07/2014 | Common Stock | 49,407 | (1) | 49,407 | D | ||||
| Warrant (Right to Buy) | $ 2.28 | 07/07/2009 | P | 98,814 | 07/07/2009 | 07/07/2014 | Common Stock | 98,814 | (1) | 98,814 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kazam Joshua A C/O TWO RIVER GROUP HOLDINGS, LLC 689 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10022 |
X | |||
| Daron Evan as Attorney-in-Fact for Joshua A. Kazam pursuant to Power-of-Attorney previously filed. | 07/09/2009 | |
| **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) | The reported securities were part of a unit purchase by the Reporting Person at a price of $1.265 per unit, with each unit consisting of one share of common stock and one warrant to purchase common stock. 25% of the warrants are exercisable at $1.25 per share, an additional 25% are exercisable at $1.71 per share, and the remaining 50% are exercisable at $2.28 per share. |
| (2) | Held by Reporting Person's spouse as custodian for the benefit of their minor child under the Uniform Gift to Minors Act. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary intrest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or any other purpose. |
| (3) | Reporting Person is Trustee of Foundation. |
| (4) | The shares subject to the option vest in three equal installments on September 17, 2008, September 17, 2009 , and September 17, 2010. |
| (5) | 100% of the shares subject to the option shall vest and become exercisable on January 1, 2010. |