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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 | |
Hammond Gabriel Arce 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X | ||
SteelPath Capital Management LLC 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X | ||
SP Opportunity Advisors IV LLC 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X | ||
SP Opportunity Partners IV LP 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X | ||
SP Opportunity Advisors IX LLC 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X | ||
SP Opportunity Partners IX LP 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X | ||
SP Capital Advisors LLC 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X | ||
SCM Capital Partners LP 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X | ||
SP Focus Advisors LLC 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X | ||
SP Focus Partners LP 2100 MCKINNEY AVENUE 14TH FLOOR DALLAS, TX 75201 |
X | X |
/s/ Gabriel A. Hammond | 07/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gabriel A. Hammond, manager of SteelPath Capital Management LLC | 07/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IV LLC | 07/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IX LLC | 07/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gabriel A. Hammond, manager of SP Capital Advisors LLC | 07/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gabriel A. Hammond, manager of SP Focus Advisors LLC | 07/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IV LLC, general partner of SP Opportunity Partners IV LP | 07/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IX LLC, general partner of SP Opportunity Partners IX LP | 07/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gabriel A. Hammond, manager of SP Capital Advisors LLC, general partner of SCM Capital Partners LP | 07/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gabriel A. Hammond, manager of SP Focus Advisors LLC, general partner of SP Focus Partners LP | 07/26/2010 | |
**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) | These shares were sold pursuant to a 10b5-1 trading plan as described below. |
(2) | The prices reported in Column 4 are weighted average prices. The Reporting Persons (as defined below) undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. These shares were sold in multiple transactions on July 22, 2010 at prices ranging from $4.91 to $5.06, inclusive. |
(3) | These shares may be deemed to be beneficially and indirectly owned by SteelPath Capital Management LLC ("Management") and Gabriel A. Hammond, a director of the issuer. Management serves as investment advisor to the funds included in the Reporting Persons. Mr. Hammond is the manager and a member of Management and of each of the general partners. Each of Mr. Hammond and Management disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein and this report shall not be deemed an admission of beneficial ownership of such shares for purposes of Section 16 or for any other purpose. |
(4) | These shares were sold by SP Opportunity Partners IV LP pursuant to a 10b5-1 trading plan dated May 18, 2010. |
(5) | SP Opportunity Advisors IV LLC is the general partner of SP Opportunity Partners IV LP and may be deemed to be the indirect beneficial owner of these shares. |
(6) | These shares were sold by SP Opportunity Partners IX LP pursuant to a 10b5-1 trading plan dated May 18, 2010. |
(7) | SP Opportunity Advisors IX LLC is the general partner of SP Opportunity Partners IX LP and may be deemed to be the indirect beneficial owner of these shares. |
(8) | These shares were sold by SCM Capital Partners LP pursuant to a 10b5-1 trading plan dated May 18, 2010. |
(9) | SP Capital Advisors LLC is the general partner of SCM Capital Partners LP and may be deemed to be the indirect beneficial owner of these shares. |
(10) | These shares were sold in multiple transactions on July 23, 2010 at prices ranging from $4.95 to $4.97, inclusive. |
(11) | These shares are held by SP Focus Partners LP. SP Focus Advisors LLC is the general partner of SP Focus Partners LP and may be deemed to be the indirect beneficial owner of these shares. |
Remarks: Gabriel Hammond, Management, SP Opportunity Partners IV LP, SP Opportunity Advisors IV LLC, SP Opportunity Partners IX LP, SP Opportunity Advisors IX LLC, SCM Capital Partners LP, SP Capital Advisors LLC, SP Focus Partners LP and SP Focus Advisors LLC (collectively, the "Reporting Persons") may be deemed members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Mr. Hammond may be deemed to serve on the board of directors of the issuer as a representative of each of the aforementioned entities and such entities may be deemed to be directors by deputization. The filing of this report and the inclusion of information herein shall not be considered an admission that any Reporting Person is in fact a member of such a "group" or that such Reporting Person has any liability or obligation under Section 16(b) of the Exchange Act in connection with any such "group" or that for purposes of Section 16 or any other purpose, such Reporting Person is the beneficial owner of any securities in which such Reporting Person does not have a pecuniary interest. Each Reporting Person expressly disclaims beneficial ownership of the shares reported herein to the fullest extent permitted by applicable law. |