|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Secured Promissory Note (1) | (2) | 08/22/2008 | P | 33,333,333 (3) | 03/31/2009 | (4) | Common Stock (3) | 33,333,333 (3) | $ 500,000 (3) | 33,333,333 (3) (5) | I | See footnote. (6) | |||
| Common Stock Purchase Warrant (7) | $ 0.015 | 08/22/2008 | P | 16,666,667 | 08/22/2008 | 04/14/2015 | Common Stock | 16,666,667 | $ 0 (8) | 16,666,667 (5) | I | See footnote. (6) | |||
| Convertible Secured Promissory Note (9) | (2) | 08/28/2008 | P | 33,333,333 (10) | 03/31/2009 | (4) | Common Stock (10) | 33,333,333 (10) | $ 500,000 (10) | 66,666,666 (5) (10) | I | See footnote. (6) | |||
| Common Stock Purchase Warrant (11) | $ 0.015 | 08/28/2008 | P | 16,666,667 | 08/28/2008 | 04/14/2015 | Common Stock | 16,666,667 | $ 0 (12) | 33,333,334 (5) | I | See footnote. (6) | |||
| Convertible Secured Promissory Note (13) | (2) | 09/15/2008 | P | 66,666,667 (14) | 03/31/2009 | (4) | Common Stock (14) | 66,666,667 (14) | $ 1,000,000 (14) | 133,333,333 (5) (14) | I | See footnote. (6) | |||
| Common Stock Purchase Warrant (15) | $ 0.015 | 09/15/2008 | P | 33,333,334 | 09/15/2008 | 04/14/2015 | Common Stock | 33,333,334 | $ 0 (16) | 66,666,668 (5) | I | See footnote. (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Moragne John C/O TRIDENT CAPITAL 505 HAMILTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
| John Moragne | 10/15/2008 | |
| **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 Convertible Secured Promissory Notes dated 8/22/2008 (the "8/22 Notes") are held by Trident Capital Fund-VI, L.P. ("Trident Capital") which holds an 8/22 Note for $481,332.31 and Trident Capital Fund-VI Principals Fund, L.L.C. ("Trident Principals") which holds an 8/22 Note for $18,667.69. |
| (2) | In the event the Promisor has consummated a new equity financing in a single transaction or a series of related transactions yielding gross proceeds of at least $1,000,000.00 in the aggregate (the "Next Equity Financing"), then the underlying securities shall consist of equity securities issued in such Next Equity Financing, at a price per share equal to the lesser of (x) 80% of the purchase price paid by the purchasers of other securities sold in such Next Equity Financing or (y) $0.015. If the Next Equity Financing has not occurred, then the Conversion Securities will be convertible at a price per share of $0.015. |
| (3) | The 8/22 Notes represent a principal investment of $500,000. The title and amount of underlying securities will be dependent upon the conversion requirements set forth in footnote (2) listed above. 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. Each share of Series C Convertible Preferred Stock is convertible into one share of Common Stock as of the date of filing. |
| (4) | The Convertible Secured Promissory Note has no expiration date. |
| (5) | In addition, Trident Capital Management-VI, LLC, Trident Capital Fund-VI, LP and Trident Capital Fund-VI Principals LLC, of which Mr. Moragne is a managing member, hold 75,160,274 shares of Series B-1 Convertible Preferred Stock. Trident Capital Management-VI, LLC, Trident Capital Fund-VI, LP and Trident Capital Fund-VI Principals LLC also have the right to hold 120,000,000 shares of Series B-2 Convertible Preferred Stock. |
| (6) | Managing Member of Trident Capital Management-VI, L.L.C.; Managing Member or General Partner of Trident Capital Fund-VI, L.P. and Trident Capital Fund-VI Principals, L.L.C. |
| (7) | The 8/22/08 warrants to purchase Common Stock (the "8/22 Warrants") are held by Trident Capital which holds warrants to purchase 16,044,411 shares and Trident Principals which holds warrants to purchase 622,256 shares. |
| (8) | The 8/22 Warrants to purchase Common Stock were received in exchange for $500.00, for a price equivalent to $0.00003 per share. |
| (9) | The Convertible Secured Promissory Notes dated 8/28/2008 (the "8/28 Notes") are held by Trident Capital Fund-VI, L.P. ("Trident Capital") which holds an 8/28 Note for $481,332.31 and Trident Capital Fund-VI Principals Fund, L.L.C. ("Trident Principals") which holds an 8/28 Note for $18,667.69. |
| (10) | The 8/28 Notes represent a principal investment of $500,000. The title and amount of underlying securities will be dependent upon the conversion requirements set forth in footnote (2) listed above. 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. Each share of Series C Convertible Preferred Stock is convertible into one share of Common Stock as of the date of filing. |
| (11) | The 8/28/08 warrants to purchase Common Stock (the "8/28 Warrants") are held by Trident Capital which holds warrants to purchase 16,044,411 shares and Trident Principals which holds warrants to purchase 622,256 shares. |
| (12) | The 8/28 Warrants to purchase Common Stock were received in exchange for $500.00, for a price equivalent to $0.00003 per share. |
| (13) | The Convertible Secured Promissory Notes dated 9/15/2008 (the "9/15 Notes") are held by Trident Capital which holds a 9/15 Note for $962,664.62 and Trident Principals which holds a 9/15 Note for $37,335.38. |
| (14) | The 9/15 Notes represent a principal investment of $1,000,000. The title and amount of underlying securities will be dependent upon the conversion requirements set forth in footnote (2) listed above. As of the date of filing, the conversion price of the Notes is $0.015 and the Notes are convertible into an aggregate of 66,666,666 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. |
| (15) | The 9/15 warrants to purchase Common Stock (the "9/15 Warrants") are held by Trident Capital Fund-VI, L.P. ("Trident Capital") which holds warrants to purchase 32,088,821 shares and Trident Capital Fund-VI Principals Fund, L.L.C. ("Trident Principals") which holds warrants to purchase 1,244,513 shares. |
| (16) | The 9/15 Warrants to purchase Common Stock were received in exchange for $1000.00, for a price equivalent to $0.00003 per share. |