UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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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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. |
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 C Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 1,120,975 | $ (1) | I | See Footnote (3) |
Series D Convertible Preferred Stock | Â (2) | Â (2) | Common Stock | 1,164,389 | $ (2) | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCPHERRON MATTHEW V C/O BROOKSIDE CAPITAL, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
 X |  X |  |  |
/s/ Matthew V. McPherron | 10/04/2007 | |
**Signature of Reporting Person | Date |
* | 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) | All of the outstanding shares of the Issuer's Series C Convertible Preferred Stock will automatically convert into common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
(2) | All of the outstanding shares of the Issuer's Series D Convertible Preferred Stock will automatically convert into common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
(3) | Includes 1,120,975 shares of Series C Preferred Stock and 1,164,389 shares of Series D Preferred Stock held by Brookside Capital Partners Fund, L.P. ("Brookside") following a 1-for-1.77 reverse stock split effective upon the consummation of the Issuer's public offering. Mr. Matthew V. McPherron is a Managing Director of Brookside, and accordingly may be deemed to beneficially own the shares of Series C Preferred Stock and Series D Preferred Stock held by Brookside. Mr. McPherron disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |