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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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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) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series D Preferred Stock(3) | (2) | (3) | Common Stock | 15,300,000 | (3) | I | See Footnote(3) |
| Warrant to purchase Series D Preferred Stock(4) | (2) | 11/25/2013 | Common Stock | 498,000 | $500(4) | I | See Footnote(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sapinda Holding B.V. C/O DR. PETER WIESING, HERM HOLDING B.V. WORLD TRADE CENTER SCHIPHOL BOULEVARD 127, P7 A 3-14 |
10% Holder - See Remarks | |||
| Herm Holding B.V. WORLD TRADE CENTER SCHIPHOL BOULEVARD 127, A 3.14 THE NETHERLANDS, P7 00000 |
10% Holder - See Remarks | |||
| Dr. Peter Wiesing, Managing Director of Herm Holding B.V., sole Director of Sapinda Holding B.V. | 10/24/2012 | |
| ** Signature of Reporting Person |
Date
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| Dr. Peter Wiesing, Managing Director of Herm Holding B.V. | 10/24/2012 | |
| ** Signature of Reporting Person |
Date
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| * | 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) | 2,361,327 shares of Common Stock are held by Sapinda UK Ltd. ("Sapinda UK"), a wholly owned subsidiary of Sapinda Holding. 1,277,535 shares of Common Stock are held by Sapinda Deutschland GmbH, a wholly owned subsidiary of Sapinda Holding. |
| (2) | Immediate. |
| (3) | Sapinda UK holds 2550 shares of Series D Preferred Stock ("Preferred Stock"), which are immediately convertible into 15,300,000 shares of Common Stock. The option to convert does not expire. |
| (4) | Sapinda UK holds a warrant to purchase 83 shares of Preferred Stock for $500 per share, which shares would be immediately convertible into 498,000 shares of Common Stock. The warrant expires on November 25, 2013. |
| Remarks: Sapinda Asia Limited ("Sapinda Asia") has filed a Schedule 13D reporting beneficial ownership of Common Stock. Sapinda Asia and Sapinda Holding B.V. ("Sapinda Holding") are not affiliated entities. Sapinda Asia and Sapinda Holding know each other well and have often co-invested and pursued similar interests with regard to their mutual investments. Both entities regularly consult one another with regard to their mutual investment strategies. The entities may (or may not) pursue a common investment strategy with regard to the Issuer. This form is filed jointly by Sapinda Holding and Herm Holding B.V., the sole Director of Sapinda Holding. |
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