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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 | ||||||||
| Series C Preferred Stock | (1) | 11/19/2007 | J(2) | 7,034 | (1) | (3)(4) | Common Stock | 151,037 | (2) | 230,184 | D (5) | ||||
| Series C Preferred Stock | (1) | 11/19/2007 | C | 230,184 | (1) | (3)(4) | Common Stock | 4,942,601 | $ 0 | 0 | D (5) | ||||
| Series C Preferred Stock | (1) | 11/19/2007 | C | 93,940 | (1) | (3) | Common Stock | 2,017,117 | (6) | 93,940 | D (5) | ||||
| Series D Preferred Stock | (7) | 11/19/2007 | C | 163,470 | (7) | (8) | Common Stock | 4,932,284 | (6) | 163,470 | D (5) | ||||
| Series D Preferred Stock | (7) | 11/19/2007 | P | 142,857 | (7) | (8) | Common Stock | 4,310,340 | $ 35 | 306,327 | D (5) | ||||
| Warrant for Common Stock (right to buy) | $ 1.39 | 11/19/2007 | P | 1,077,586 | (9) | 11/19/2014 | Common Stock | 1,077,586 | (10) | 2,257,262 | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TRUSTEES OF GENERAL ELECTRIC PENSION TRUST 3001 SUMMER STREET STAMFORD, CT 06905 |
X | |||
| G E ASSET MANAGEMENT INC |
X | |||
| By: /s/ Daniel L. Furman, Vice President, GE Asset Management Incorporated, on behalf of General Electric Pension Trust | 11/21/2007 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Daniel L. Furman, Vice President for GE Asset Management Incorporated | 11/21/2007 | |
| **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) | On November 19, 2007, the Issuer amended the terms of the Series C Preferred Stock (the "Series C Stock") such that each share of Series C Stock is currently convertible at the option of the holder into that number of shares of Common Stock found by dividing 35 by 1.63 (approximately 21.47 shares). Before such amendment, each share of Series C Stock had been convertible into approximately 19.66 shares of Common Stock. |
| (2) | Acquired as a dividend on shares of Series C Stock through the date of conversion of the Series C Stock. |
| (3) | Each share of Series C Stock shall automatically be converted into shares of Common Stock upon (i) the approval of holders of at least 70% of the outstanding Series C Stock or (ii) immediately upon to the closing of an underwritten public offering of Issuer's Common Stock at a price of at least $5.65 per share (subject to adjustment in the event of a stock split, recapitalization, reclassification or similar event) and that results in gross proceeds of at least $50 million. |
| (4) | Each share of Series C Stock automatically converts into 0.710172 shares of Series D Preferred Stock (the "Series D Stock") and 0.408109 additional shares of Series C Stock upon the purchase of the same dollar amount of Series D Stock as the holder's initial purchase of Series C Stock of the Issuer. |
| (5) | Consists of shares held directly by General Electric Pension Trust ("GEPT"). GE Asset Management Incorporated ("GEAM") is the investment manager of GEPT. GEAM shares voting and dispositive power over the securities owned by GEPT and may be deemed to be the beneficial owner of the securities of GEPT for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. GEAM has no pecuniary interest in the securities owned by GEPT and reports no securities owned. |
| (6) | Acquired upon conversion of the Series C Stock in accordance with footnote 4. |
| (7) | Each share of Series D Stock is currently convertible at the option of the holder into that number of shares of Common Stock found by dividing 35 by 1.16 (approximately 30.17 shares). |
| (8) | Each share of Series D Stock shall automatically be converted into shares of Common Stock upon (i) the approval of holders of at least 70% of the outstanding Series D Stock or (ii) immediately upon to the closing of an underwritten public offering of Issuer's Common Stock at a price of at least $3.48 per share (subject to adjustment in the event of a stock split, recapitalization, reclassification or similar event) and that results in gross proceeds of at least $50 million. |
| (9) | Warrants are currently exercisable at the option of the holder. |
| (10) | The price of the reported securities are included with the 142,857 shares of Series D Stock purchased by the reporting person for $35 per share. |