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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 | ||||||||
Call Option (obligation to sell) (1) (4) | $ 1.8 | 10/24/2012 | E(4) | 410,961 | (5) | 10/24/2012(5) | Common Stock | 410,961 | $ 0 | 0 | I | By LaGrange Capital Partners, L.P. (2) | |||
Call Option (obligation to sell) (1) (4) | $ 1.8 | 10/24/2012 | E(4) | 95,772 | (5) | 10/24/2012(5) | Common Stock | 95,772 | $ 0 | 0 | I | By LaGrange Capital Partners Offshore Fund, Ltd. (3) | |||
Put Option (right to sell) (1) (4) | $ 1.8 | 10/24/2012 | X(4) | 410,961 | (5) | 10/24/2012(5) | Common Stock | 410,961 | $ 0 | 0 | I | By LaGrange Capital Partners, L.P. (2) | |||
Put Option (right to sell) (1) (4) | $ 1.8 | 10/24/2012 | X(4) | 95,772 | (5) | 10/24/2012(5) | Common Stock | 95,772 | $ 0 | 0 | I | By LaGrange Capital Partners Offshore Fund, Ltd. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Johnson Frank L 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY 10022 |
X | Member of 13(d) group | ||
LaGrange Capital Partners LP 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY 10022 |
Member of 13(d) group | |||
LaGrange Capital Management, LLC 570 LEXINGTON AVENUE 27TH FL NEW YORK, NY 10022 |
Member of 13(d) group | |||
LAGRANGE CAPITAL PARTNERS OFFSHORE FUND LTD 73 FRONT ST HAMILTON, A1 000000 |
Member of 13(d) group | |||
LaGrange Capital Administration, L.L.C. 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY 10022 |
Member of 13(d) group |
/S/ Frank L. Johnson | 10/25/2012 | |
**Signature of Reporting Person | Date | |
/S/ LaGrange Capital Partners, L.P., By LaGrange Capital Management, L.L.C., its General Partner, by Frank L. Johnson, its sole member | 10/25/2012 | |
**Signature of Reporting Person | Date | |
/S/ LaGrange Capital Partners Offshore Fund, Ltd., By LaGrange Capital Administration, L.L.C., its Investment Manager, By Frank L. Johnson, its Managing Member | 10/25/2012 | |
**Signature of Reporting Person | Date | |
/S/ LaGrange Capital Management, L.L.C., By Frank L. Johnson, its sole member | 10/25/2012 | |
**Signature of Reporting Person | Date | |
/S/ LaGrange Capital Administration, L.L.C., By Frank L. Johnson, its Investment Manager | 10/25/2012 | |
**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) | This Form 4 is filed jointly by LaGrange Capital Partners, L.P. ("Capital Partners"), LaGrange Capital Partners Offshore Fund, Ltd. ("Capital Partners Offshore Fund"), LaGrange Capital Management, L.L.C. ("Capital Management"), LaGrange Capital Administration, L.L.C. ("Capital Administration") and Frank L. Johnson. Each of the Reporting Persons is a member of a Schedule 13(d) group with respect to the securities of the Issuer that beneficially owns approximately 6.5% of the Issuer's oustanding shares of common stock. As members of the group, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the other members of the group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer beneficially owned by the other members of the group except to the extent of his or its pecuniary interest therein. |
(2) | Shares beneficially owned by Capital Partners. As the general partner of Capital Partners, Capital Management may be deemed to beneficially own the Shares owned beneficially by Capital Partners. As the sole member of Capital Management, Frank L. Johnson may be deemed to beneficially own the Shares beneficially owned by Capital Partners. |
(3) | Shares beneficially owned by Capital Partners Offshore Fund. As the investment manager of Capital Partners Offshore Fund, Capital Administration may be deemed to beneficially own the Shares beneficially owned by Capital Partners Offshore Fund. As the managing member of Capital Administration, Frank L. Johnson may be deemed to beneficially own the Shares beneficially owned by Capital Partners Offshore Fund. |
(4) | The Reporting Persons previously granted an option to purchase an aggregate of 506,733 Shares at an exercise price of $1.80 per Share (the "Option") to Terence Bernard Wise ("Purchaser"). The Reporting Persons had a reciprocal right to put such Shares to the Purchaser on the same terms, which put right was exercised on 10/24/12. |
(5) | The Option was originally exercisable by Purchaser on June 8, 2013 and by the Reporting Persons at any time during the term of the Option. Under the terms of the Option, the Option was to terminate at the earliest of (i) the closing of the exercsie of the Option, (ii) the effective date of a Corporate Transaction, as defined in the Option, (iii) June 8, 2013 or (iv) the date that the Purchaser and the Reporting Persons voluntarily terminate the Option by a writing signed by each thereof. |