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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 | ||||||||
Warrant | $ 2.9 | 06/28/2012 | 06/28/2012 | X | 250,000 | 09/02/2011 | 09/02/2016 | Common Stock | 250,000 | $ 0 (4) | 0 | I | As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC | ||
Warrant | $ 1.6 | 06/28/2012 | 06/28/2012 | X | 156,250 | 12/15/2009 | 12/15/2014 | Common Stock | 156,250 | $ 0 (2) | 0 | I | As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC | ||
Warrant | $ 1.6 | 06/28/2012 | 06/28/2012 | X | 156,250 | 05/03/2010 | 05/03/2015 | Common Stock | 156,250 | $ 0 (2) | 0 | I | As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC | ||
Series B Preferred Stock | $ 0 (5) | 11/08/2010 | (6) | Common Stock | 886,895 | 886,895 (1) | I | As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC | |||||||
7% Senior Secured Convertible Promissory Note | $ 0 (7) | 11/08/2010 | 12/31/2012 | Common Stock | 292,620 | 292,620 (1) | I | As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC | |||||||
Warrant | $ 3 | 06/28/2012 | 06/28/2012 | X | 585,808 | 11/08/2010 | 11/08/2015 | Common Stock | 585,808 | $ 0 (3) | 0 | I | As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SINGER KAREN 212 VACCARO DRIVE CRESSKILL, NJ 07626 |
X |
/s/ David J. Hoyt Attorney-in-fact | 07/02/2012 | |
**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 reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this filing. |
(2) | The reporting person exercised a warrant to purchase 156,250 shares of common stock for the original conversion price of $1.60 per share. The reporting person paid the exercise price on a cashless basis, resulting in the company issuing 117,907 shares of common stock to the reporting person. |
(3) | The reporting person exercised a warrant to purchase 585,808 shares of common stock for the original conversion price of $3.00 per share. The reporting person paid the exercise price on a cashless basis, resulting in the company issuing 334,389 shares of common stock to the reporting person. |
(4) | The reporting person exercised a warrant to purchase 250,000 shares of common stock for the original conversion price of $2.90 per share. The reporting person paid the exercise price on a cashless basis, resulting in the company issuing 146,281 shares of common stock to the reporting person. |
(5) | The reporting person holds 177,379 shares of Series B Preferred Stock. This amount includes 11,605 shares of Series B Preferred Stock received by the reporting person as a dividend for the year 2011. Each share of Series B Preferred Stock is immediately convertible into 5 shares of common stock. |
(6) | N/A |
(7) | The convertible note is immediately convertible into 58,524 shares of Series B Preferred Stock which amount includes a $53,048.39 interest payment on the convertible note received through May 8, 2012. Each share of Series B Preferred Stock is immediately convertible into 5 shares of common stock. |