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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)
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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) | ||
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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 | ||||||||
| Series C Cumulative Convertible Preferred Stock | $3.2 | 10/12/2012 | J(1) | 154,400 | (4) | (4) | Common Stock | 154,400 | (1) | 1,132,267 | I | See Footnote(2)(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Waye Thom C/O SIGMA CAPITAL ADVISORS, LLC 800 THIRD AVENUE NEW YORK, NY 10022 |
X | |||
| Sigma Capital Advisors, LLC 800 THIRD AVENUE SUITE 1701 NEW YORK, NY 10022 |
X | |||
| Sigma Capital Partners, LLC 800 THIRD AVENUE SUITE 1701 NEW YORK, NY 10022 |
X | |||
| Sigma Opportunity Fund II, LLC 800 THIRD AVENUE SUITE 1701 NEW YORK, NY 10022 |
X | |||
| /s/ Kevin W. Waite, Power of Attorney | 10/16/2012 | |
| ** Signature of Reporting Person |
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| /s/ Kevin W. Waite, Authorized Representative | 10/16/2012 | |
| ** Signature of Reporting Person |
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| /s/ Kevin W. Waite, Authorized Representative | 10/16/2012 | |
| ** Signature of Reporting Person |
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| /s/ Kevin W. Waite, Authorized Representative | 10/16/2012 | |
| ** Signature of Reporting Person |
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| * | 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) | Pursuant to a certain stock purchase agreement, dated October 12, 2012, by and between Sigma Opportunity Fund II, LLC ("Sigma Fund") and Donald W. Rowley ("DWR"), DWR purchased (i) 58,800 shares of Common Stock and (ii) 154,400 shares of Series C Convertible Preferred Stock of the Issuer from Sigma Fund for an aggregate purchase price of $494,080. |
| (2) | This Form 4 is filed jointly by Sigma Fund, Sigma Capital Advisor, LLC ("Sigma Advisors"), Sigma Capital Partners, LLC ("Sigma Partners") and Thom Waye. |
| (3) | Of these securities, (i) 65,000 shares are owned directly by Sigma Advisors and (ii) 809,627 shares are owned directly by Sigma Fund. Mr. Waye, Sigma Partners and Sigma Advisors may be deemed to indirectly beneficially own the securities not directly owned by virtue of Mr. Waye being the sole member of Sigma Partners, which is the sole member of Sigma Advisors, the managing member of Sigma Fund for which Mr. Waye is the manager. Each of the reporting persons disclaims beneficial ownership of the securities not directly owned by them except to the extent of their pecuniary interest therein. |
| (4) | The Series C Convertible Preferred Stock is currently exercisable and may be converted into shares of Common Stock by the holder at any time and has no expiration date. |
| (5) | All of these securities reported are directly owned by Sigma Fund and indirectly by (i) Sigma Advisors, as managing member of Sigma Fund, (ii) Sigma Partners by virtue of it being the sole member of Sigma Advisors, and (iii) Mr. Waye by virtue of his position as the sole member of Sigma Partners and manager of Sigma Fund. Mr. Waye, Sigma Partners and Sigma Advisors disclaim beneficial ownership of the securities owned by Sigma Fund except to the extent of their pecuniary interest therein. |