1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series C Preferred Stock
|
09/28/2007 |
Â
(6)
|
Common Stock
|
7,142,864
|
$
0
(2)
|
I
|
See footnotes.
(1)
(3)
(4)
|
Warrants to Purchase Common Stock
|
09/28/2007 |
09/28/2017 |
Common Stock
|
3,214,289
|
$
1.4
|
I
|
See footnotes.
(1)
(4)
(5)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Bank of America Corporation ("Bank of America") is an indirect beneficial owner of the reported securities. The indirect
interest in the reported securities was obtained pursuant to an Agreement and Plan of Merger, dated as of September 15, 2008
(the "Merger Agreement") whereby a wholly owned subsidiary of Bank of America merged with and into Merrill Lynch & Co., Inc.
("Merrill Lynch"). Merrill Lynch is now a wholly owned subsidiary of Bank of America. |
(2) |
Each share of Series C Preferred Stock is convertible into eight shares of Common Stock, subject to adjustment. |
(3) |
The shares of Series C Preferred Stock are beneficially owned directly by Merrill Lynch, Pierce, Fenner & Smith Incorporated,
a direct wholly owned subsidiary of Merrill Lynch & Co., Inc. Merrill Lynch & Co., Inc. is a direct wholly owned subsidiary
of Bank of America Corp. |
(4) |
Bank of America disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein,
and the filing of this Statement shall not be construed as an admission that Bank of America is, for purposes of Section
13(d) of the Exchange Act, as amended, the beneficial owner of any security. Neither the present filing nor anything
contained herein shall be construed as an admission that Bank of America is a member of a "group" for any purpose or is
subject to the reporting requirements under Section 16 of the Exchange Act. |
(5) |
The warrants are owned directly by Merrill Lynch, Pierce, Fenner & Smith Incorporated, a direct wholly owned subsidiary of
Merrill Lynch & Co., Inc. Merrill Lynch & Co., Inc. is a direct wholly owned subsidiary of Bank of America. |
(6) |
N/A |