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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 (1) | $ 5.75 | 08/31/2011 | P | 1,000 | 06/01/2011 | 05/01/2016 | Common Shares | 1,000 | $ 5.05 (1) | 646,000 | I | See Footnote (2) | |||
Warrant (1) | $ 5.75 | 09/27/2011 | P | 500 | 06/01/2011 | 05/01/2016 | Common Shares | 500 | $ 4.52 (1) | 646,500 | I | See Footnote (2) | |||
Warrant (1) | $ 5.75 | 09/29/2011 | P | 100 | 06/01/2011 | 05/01/2016 | Common Shares | 100 | $ 4.55 (1) | 646,600 | I | See Footnote (2) | |||
Warrant (1) | $ 5.75 | 09/30/2011 | P | 4,000 | 06/01/2011 | 05/01/2016 | Common Shares | 4,000 | $ 4.35 (1) | 650,600 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Talara Capital Management, LLC 805 THIRD AVENUE, 20TH FLOOR NEW YORK, NY 10022 |
X | |||
Zusman David 805 THIRD AVENUE, 20TH FLOOR NEW YORK, NY 10022 |
X |
Talara Capital Management, LLC, By: /s/ David Zusman, Managing Member | 04/02/2012 | |
**Signature of Reporting Person | Date | |
/s/ David Zusman | 04/02/2012 | |
**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) | Prior to October 12, 2011, the Reporting Persons owned 645,000 units. Each unit consists of one share of Class A common stock and one warrant to purchase one share of common stock at an exercise price of $5.75 per share. On October 12, 2011, the Reporting Persons converted each unit to one share of Class A common stock and one warrant. |
(2) | These securities are held in the accounts of several investment partnerships and investment funds (collectively, the "Investment Vehicles") for which Talara serves as investment manager or general partner. David Zusman is the managing member of Talara. Talara and Mr. Zusman may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Talara's position as investment manager or general partner of the Investment Vehicles and Mr. Zusman's status as the managing member of Talara. Each reporting person hereby disclaims beneficial ownership over the securities, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that any reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |