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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 | |
| Seabrooke Christopher Stefan 4 COMMERCE SQUARE 39 RIVONIA ROAD SANDHURST, SANDTON GAUTENG RSA T3, T3 2196 |
X | |||
| /s/ Herman Kotze, Attorney-in-Fact for Christopher Seabrooke | 11/14/2012 | |
| **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) | The Issuer has a primary listing on the Nasdaq Stock Market and a secondary listing on the JSE Limited. The purchaser described in note 4 below entered into an irrevocable agreement on September 27, 2012 to acquire 100 000 shares of common stock in the Company through the JSE Limited at 8200 RSA cents per share once the shares of common stock had been moved by the seller from the Nasdaq register to the JSE register. The seller had irrevocably undertaken to transfer the shares of common stock to the JSE register on or before November 30, 2012. The transfer was concluded during the Company's closed period. The first day to trade after the expiry of this period pursuant to the release of Q-1 results was November 13, 2012. |
| (2) | In accordance with the regulations of the JSE Limited, in order to give effect to the undertaking to purchase by transacting through the market at the committed price, the purchaser would be obliged to acquire any shares of common stock offered at a lower price first. Accordingly, the purchaser acquired 111 884 shares on market on November 13, 2012 being the 100 000 shares pursuant to the irrevocable undertaking and 11 884 shares of common stock that were offered on the JSE on the day at prices of 8200 RSA cents or lower. |
| (3) | The underlying transactions are denominated in South African rand ("ZAR"). The amount reported in United States dollars is based on the exchange rate in effect on the date of this filing. Purchase prices for the transactions reported here range from ZAR76.50 to ZAR82.00. Full information regarding the number of shares purchased at each separate price will be provided to the SEC, the issuer or its shareholders upon request. |
| (4) | A trust, settled by a relative of the reporting person and of which the reporting person is a discretionary beneficiary, is a shareholder of the company whose wholly owned subsidiary has acquired the common stock. The trust beneficially owns 33% of the company that holds the common stock and has the right to vote 67% of the issued shares of the company. The reporting person is one of four trustees of the trust, and all matters voted on require a simple majority. The reporting person is the chief executive of the company that holds the common stock. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |