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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 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 B Convertible Preferred Stock, par value $0.001 | $ 0.13 | (3) | (3) | Common Stock, par value $0.001 per share | 153 (3) | 2 (3) | I (2) | By limited liability company (2) | |||||||
Series C Convertible Preferred Stock, par value $0.001 | $ 0.6889 | 12/20/2013 | J | 224 | (4) | (4) | Common Stock, par value $0.001 per share | 14,841,050 (4) | $ 4,464.29 | 10,224 (4) | I (2) | By limited liability company (2) | |||
Series E Convertible Redeemable Preferred Stock, par $0.001 | $ 1.17 | (5) | (5) | Common Stock, par value $0.001 per share | 4,273,504 (5) | 5,000 (5) | I (2) | By limited liability company (2) | |||||||
Series F Convertible Redeemable Preferred Stock, par $0.001 | $ 4.5881 | (6) | (6) | Common Stock, par value $0.001 per share | 1,089,776 (6) | 5,000 (6) | I (2) | By limited liability company (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Aston Capital, LLC 177 BROAD STREET STAMFORD, CT 06901 |
X |
/s/ Robert V. LaPenta, CEO, Aston Capital, LLC | 05/13/2014 | |
**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) | As of May 13, 2014, Aston Capital, LLC ("Aston") held directly 800,000 shares of restricted stock, with equal vesting over three years and the first such vesting date being September 25, 2014 |
(2) | As of May 13, 2014, RVL 1 LLC ("RVL") held directly (i) 46,153,692 shares of shares of common stock, (the "Common Stock"), (ii) 2 shares of Series B Senior Convertible Preferred Stock (the "Series B Stock"), (iii) 10,224 shares of Series C Senior Convertible Preferred Stock (the "Series C Stock"), (iv) 5,000 shares of Series E Senior Convertible Redeemable Preferred Stock (the "Series E Stock") and (v) 5,000 shares of Series F Senior Convertible Redeemable Preferred Stock, (the "Series F Stock"). Aston is the managing member of RVL. As a result of the foregoing, Aston may be deemed to posses the power to vote and to direct the disposition of the securities of the Company beneficially owned by RVL and may be deemed to beneficially own such securities. Aston's interest in the securities reported herein is limited to the extent of its pecuniary interest, if any. |
(3) | As of May 13, 2014, the 2 shares of Series B Stock are convertible into 153 shares of Common Stock at the option of the holder, RVL, at a conversion of $0.13 per share, subject to certain anti-dilution adjustments and have no expiration date. |
(4) | On May 12, 2014, RVL received a grant of 224 shares of Series C Stock as a payment in kind dividend on 10,000 shares of Series C Stock owned on the record date of December 20, 2013. As of May 13, 2014, the 224 shares of Series C Stock are convertible into 325,156 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $0.6889 per share, subject to certain anti-dilution adjustments, and have no expiration date. |
(5) | As of May 13, 2014, the 5,000 shares of Series E Stock are convertible into 4,273,504 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $1.17 per share and have no expiration date. |
(6) | As of May 13, 2014, the 5,000 shares of Series F Stock are convertible into 1,089,776 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $4.5881 per share and have no expiration date. |