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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 | ||||||||
Stock Option (right to buy) | $ 3.88 | 12/21/2006 | D(1) | 35,000 | (1) | 07/23/2016 | Common Stock | 35,000 | (1) | 0 | D | ||||
Stock option (right to buy) | $ 3.88 | 12/21/2006 | P(1) | 35,000 | (1) | 12/20/2016 | Common Stock | 35,000 | (1) | 35,000 | I | By fund (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Johann Peter C/O NGN CAPITAL LLC BERGHEIMER STR. 89A HEIDELBURG, 2M D-69115 |
X |
/s/ Darren K. DeStefano, attorney-in-fact | 12/21/2006 | |
**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 two reported transactions involved the cancellation of an outstanding option granted to the Reporting Person on July 24, 2006, and the grant of a replacement option to NGN Capital, LLC, of whom the Reporting Person is a Managing General Partner, on December 21, 2006. The original option was granted with an exercise price of $3.88 per share, which was equal to the fair market value of the common stock underlying the option at the time of grant. The replacement option has been granted with the same exercise price, which was in excess of the fair market value of the common stock on the date of grant of the replacement option. Each of the original option and the replacement option provides for vesting in 36 equal monthly installments beginning August 24, 2006. |
(2) | The Reporting Person is a Managing General Partner of NGN Capital, LLC, which is the record holder of the replacement option. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |