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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 F Convertible Redeemable Preferred Stock, par $0.001 | $ 4.5881 | 06/30/2014 | J(1) | 5,000 | (3) | (3) | Common Stock, par value $0.001 per share | 1,089,776 (3) | (1) | 0 (1) | I (2) | By limited liability company (2) | |||
| Series G Convertible Redeemable Preferred Stock, par $0.001 | $ 2.3 | 06/30/2014 | J(1) | 5,404.31 | (4) | (4) | Common Stock, par value $0.001 per share | 2,349,700 (4) | (1) | 5,404.31 | I (2) | By limited liability company (2) | |||
| Series G Convertible Redeemable Preferred Stock, par $0.001 | $ 2.3 | 06/30/2014 | J(5) | 1,640.08 | (5) | (5) | Common Stock, par value $0.001 per share | 713,078 (5) | (5) | 7,044.39 | D | ||||
| Series G Convertible Redeemable Preferred Stock, par $0.001 | $ 2.3 | 06/30/2014 | J(6) | 10,955.61 | (6) | (6) | Common Stock, par value $0.001 per share | 4,763,309 (6) | (6) | 18,000 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Aston Capital, LLC 177 BROAD STREET STAMFORD, CONNECTICUT 06901 |
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| /s/ Bianca Najjar, Robert V. LaPenta, CEO, Aston Capital, LLC, by power of attorney | 07/02/2014 | |
| **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 June 30, 2014, RVL 1 LLC ("RVL") held directly 5,000 shares of Series F Senior Convertible Redeemable Preferred Stock (the "Series F Stock"). Pursuant to a reclassification exempt under Rule 16b-7, each share of Series F Stock, including the value of accrued but unpaid dividends and a redemption premium pursuant to Section 8(b) of the Certificate of Designations, Preferences and Rights of the Series F Stock, was reclassified into shares of Series G Senior Convertible Redeemable Preferred Stock (the "Series G Stock"). Accordingly, the 5,000 shares of Series F Stock held directly by RVL were exchanged for 5,404.31 shares of Series G Stock, each with a stated value of $1,000. |
| (2) | Aston Capital, LLC ("Aston") is the managing member of RVL. As a result of the foregoing, Aston may be deemed to beneficially own the securities of the Company held by RVL. Aston's interest in the securities reported herein is limited to the extent of its pecuniary interest, if any. |
| (3) | As of June 30, 2014, immediately prior to the reclassification and exchange, the 5,000 shares of Series F Stock were convertible into 1,089,776 shares of common stock (the "Common Stock") at any time at the option of the holder, at a conversion price of $4.5881 per share and had no expiration date. |
| (4) | As of June 30, 2014, immediately after the reclassification and exchange, RVL held 5,404.31 shares of Series G Stock. The 5,404.31 shares of Series G Stock are convertible into 2,349,700 shares of Common Stock at any time at the option of the holder, at a conversion price of $2.30 per share and have no expiration date. |
| (5) | Represents shares issued to Aston in exchange for cancellation of debt plus interest in the amount of $1,640,085.35 owed to Aston by the issuer pursuant to a promissory note dated February 25, 2014. As of June 30, 2014, the 1,640.08 shares of Series G Stock are convertible into 713,078 shares of Common Stock at any time at the option of the holder, at a conversion price of $2.30 per share and have no expiration date. |
| (6) | Represents shares issued to Aston in exchange for cancellation of debt plus interest in the amount of $10,955,609.09 owed to Aston by the issuer pursuant to a promissory note dated April 17, 2014. As of June 30, 2014, the 10,955.61 shares of Series G Stock are convertible into 4,763,309 shares of Common Stock at any time at the option of the holder, at a conversion price of $2.30 per share and have no expiration date. |
| (7) | Following the exchanges described herein, Aston may be deemed to beneficially own an aggregate of 18,000 shares of Series G Stock. |
| Remarks: Exhibit 24 - Power of Attorney | |