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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wenzel Daniel S.C. 1900 CARNEGIE AVENUE BUILDING B SANTA ANA, CA 92705 |
X | X |
/s/ Daniel S.C. Wenzel | 03/18/2010 | |
**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) | Reflects distribution of (i) 240,000 shares of common stock of the Issuer by BH Capital Management AG, a company controlled and owned by Ayman S. Ashour and Mountain Partners AG (an affiliate of the Reporting Person) to certain individuals in recognition of their efforts in the business combination transaction between the Issuer and Bluehill ID AG, and (ii) 182,679 shares of common stock of the Issuer by Mountain Partners AG, an affiliate of the Reporting Person, to certain individuals, including Lawrence W. Midland and Joseph Tassone. Prior to such distribution, Mountain Partners AG was custodian over such shares on behalf of Messrs. Midland and Tassone. |
(2) | Original cost basis of 1 CHF per share, or $1.8956, based on the average exchange rate for the month of March 2008 as reported on Oanda.com |
(3) | Original cost basis of 1 CHF per share, or $1.7054, based on the average exchange rate for the month of November 2007 as reported on Oanda.com |
(4) | Shares of common stock held indirectly after distribution include 4,544,099 shares held by Mountain Partners AG, which is an affiliate of Daniel S. Wenzel; 2,003,653 shares held by BH Capital Management AG, a company controlled and owned by Ayman S. Ashour and Mountain Partners AG, which is an affiliate of Mr. Wenzel; 1,076,068 shares held by Mountain Super Angel AG, a fund managed by Mountain Capital Management AG, of which Mountain Partners AG, which is an affiliate of Mr. Wenzel, owns 100%; and 774,991 shares held by Rosenberg Venture AG, of which Mr. Wenzel is a member of the board of directors. |