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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 | ||||||||
| Warrants to purchase Common Stock (1) | $ 0.015 | 08/28/2008 | P | 16,666,667 | (2) | 04/14/2015 | Common Stock | 16,666,667 | (3) | 16,666,667 | D | ||||
| Convertible Secured Promissory Notes (4) (5) | (6) | 08/28/2008 | P | 33,333,333 (6) | (4)(5) | 03/31/2009 | Common Stock | 33,333,333 (6) | (6) | 33,333,333 (6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Trident Capital Management-VI, L.L.C. 505 HAMILTON AVENUE SUITE 200 PALO ALTO, CA 94301 |
X | |||
| TRIDENT CAPITAL FUND VI LP C/O TRIDENT CAPITAL 505 HAMILTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
| TRIDENT CAPITAL FUND VI PRINCIPALS FUND LLC C/O TRIDENT CAPITAL 505 HAMILTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
| /s/ John Moragne | 09/03/2008 | |
| **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 warrants to purchase Common Stock are held by Trident Capital Fund-VI, L.P. ("Trident Capital") which holds warrants to purchase 16,044,411 shares and Trident Capital Fund-VI Principals Fund, L.L.C. ("Trident Principals") which holds warrants to purchase 622,256 shares. |
| (2) | The warrants to purchase Common Stock are fully exercisable. |
| (3) | The warrants to purchase Common Stock were received in exchange for $500.00, for a price equivalent to $0.00003 per share. |
| (4) | The Convertible Secured Promissory Notes (the "Notes") are held by Trident Capital which holds a Note for $481,332.31 and Trident Principals which holds a Note for $18,667.69. The Notes are convertible at any time upon the written election at their discretion of holders of 60% or more of the aggregate principal amount of convertible secured promissory notes of like tenor issued by the Issuer on August 28, 2008 ("Aug08 Notes"). In the event that the Issuer has consummated a new equity financing in a single transaction or a series of related transactions yielding gross proceeds to the Issuer of at least $1,000,000 in the aggregate (other than (i) the Aug08 Notes or additional similar notes issued by October 31, 2008 in an aggregate amount, including the Aug08 Notes, of up to $5,000,000, |
| (5) | (ii) issuances of equity securities upon conversion of up to $5,000,000 of the Aug08 Notes or similar notes referred to in clause (i) above or exercise of warrants outstanding as of the date hereof, and (iii) issuances of equity securities pursuant to Section 3(c) of that certain Securities Subscription Agreement dated as of June 4, 2008, by and among the Issuer and the parties named therein, relating to the Issuer's Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock) (the "Next Equity Financing"), then the Conversion Securities shall consist of equity securities issued in such Next Equity Financing. If a Next Equity Financing has not occurred, then the Conversion Securities shall consist of shares of a newly created series of Series C Convertible Preferred Stock of the Issuer. |
| (6) | The Notes were received in exchange for $500,000.00. The conversion price of the Notes is equal to a price per share equal to the lesser of (a) 80% of the purchase price paid by the purchasers of other securities sold in a Next Equity Financing or (b) $0.015. As of the date of filing, the conversion price of the Notes is $0.015 and the Notes are convertible into an aggregate of 33,333,333 shares of Series C Convertible Preferred Stock. As of the date of this filing, each share of Series C Convertible Preferred Stock, when created, is convertible into one share of Common Stock. |