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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 | ||||||||
Warrants | $ 0.31 | 06/28/2017 | J(1) | 1,612,902 | 06/28/2017 | 06/28/2022 | Common Stock, $.005 par value | 1,612,902 | $ 0 | 1,612,902 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CROSS RIVER CAPITAL MANAGEMENT LLC 31 BAILEY AVENUE UNIT D RIDGEFIELD, CT 06877 |
X | |||
Cross River Management LLC 31 BAILEY AVENUE UNIT D RIDGEFIELD, CT 06877 |
X | |||
Cross River Partners LP C/O CROSS RIVER CAPITAL MANAGEMENT LLC 31 BAILEY AVENUE, UNIT D RIDGEFIELD, CT 06877 |
X | |||
MURPHY RICHARD C/O CROSS RIVER CAPITAL MANAGEMENT LLC 31 BAILEY AVENUE, UNIT D RIDGEFIELD, CT 06877 |
X | X |
Cross River Capital Management LLC, By: /s/ Richard Murphy, Managing Member | 06/30/2017 | |
**Signature of Reporting Person | Date | |
Cross River Management LLC, By: /s/ Richard Murphy, Managing Member | 06/30/2017 | |
**Signature of Reporting Person | Date | |
Cross River Partners LP, By:/s/ Richard Murphy, Managing Member of Cross River Capital Management,LLC, its General Partner | 06/30/2017 | |
**Signature of Reporting Person | Date | |
/s/ Richard Murphy | 06/30/2017 | |
**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 June 28, 2017, the Reporting Persons were granted the warrants upon entering into two promissory notes |
(2) | The reported securities are directly owned by Cross River Partners LP (the "Partnership"), a limited partnership whose general partner is Cross River Capital Management LLC (the "General Partner"), and may be deemed indirectly beneficially owned by the General Partner and by Cross River Management LLC, as the investment manager of the Partnership (the "Investment Manager"). The reported securities may also be deemed indirectly beneficially owned by Richard Murphy, as Managing Member of both the General Partner and the Investment Manager. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |