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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 | ||||||||
Common Stock Warrants (right to buy) | $ 0.0032 | 11/21/2006 | X | 216,710 | 11/17/2006 | 11/17/2014 | Common Stock | 216,710 | $ 0 | 0 | I | By Fund (3) | |||
Call option equivalent (obligation to sell) | $ 0 | 01/25/2006 | 07/25/2007 | Common Stock | 92,929 | 92,929 | I | By Fund through escrow (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LUBIN DANIEL C RADIUS VENTURE PARTNERS LLC 400 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X |
/s/ Daniel C. Lubin | 11/22/2006 | |
**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) | Shares are owned of record by Radius Venture Partners I, L.P. Mr. Lubin, who one of the Issuer's directors, is a managing member of Radius Venture Partners, L.L.C., the general partner of Radius Venture Partners I, L.P. and therefore may be deemed to beneficially own the securities owned by Radius Venture Partners I, L.P. Mr. Lubin disclaims ownership of the reported securities except to the extent of his pecuniary interest therein. |
(2) | Shares are beneficially owned by Radius Venture Partners I, L.P. Represents shares held in escrow for the benefit of another stockholder of the Issuer. The number of shares to be released to the other stockholder is contingent upon the occurrence of certain events as described in a letter agreement between the Issuer and the other stockholder. The reported number of shares represents the maximum number of shares issuable to Radius Venture Partners I, L.P. upon termination of the escrow arrangement and liquidation of the escrow account. These shares are subject to a call option in favor of the other stockholder as described in footnote (4). |
(3) | Warrant was owned of record by Radius Venture Partners I, L.P. Mr. Lubin, one of the Issuer's directors, is a managing member of Radius Venture Partners, L.L.C., the general partner of Radius Venture Partners I, L.P. and therefore may be deemed to beneficially own the securities owned by Radius Venture Partners I, L.P. Mr. Lubin disclaims ownership of the reported securities except to the extent of his pecuniary interest therein. |
(4) | Another stockholder of the Issuer may, contingent upon the occurrence of certain events not in the control of Radius Venture Partners I, L.P. or the other stockholder, acquire the entire amount of the stock held in escrow as described in footnote (2), including the shares reported by Radius Venture Partners I, L.P. No additional consideration will be received by Radius Venture Partners I, L.P. to the extent the call option on these shares is exercised by the other stockholder. To the extent that the shares held in escrow may not be distributed to the other stockholder, the Reporting Person will report the partial or full expiration of the call option on Form 4. |