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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 | ||||||||
Series A-2 Convertible Preferred Stock | $ 3 | 08/03/2011 | C(4) | 533.3737 | (2) | (3) | Common Stock | 1,333,435 (5) | (4) | 0 | I (1) | By Vicis Capital Master Fund |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vicis Capital, LLC 445 PARK AVENUE, SUITE 1901 NEW YORK, NY 10022 |
X | |||
Vicis Capital Master Fund 445 PARK AVENUE, SUITE 1901 NEW YORK, NY 10022 |
X |
/s/ Andrew Comito, Compliance Officer, Vicis Capital, LLC | 02/10/2012 | |
**Signature of Reporting Person | Date | |
/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund | 02/10/2012 | |
**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) | Represents the indirect holdings of Vicis Capital, LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital, LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital, LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares. |
(2) | Immediately. |
(3) | None. |
(4) | On August 3, 2011, Vicis Capital Master Fund entered into a transaction with the Issuer whereby Vicis Capital Master Fund (i) converted 533.3737 shares of the Issuer's Series A-2 Convertible Preferred Stock into 1,333,435 shares of the Issuer's Common Stock at a conversion price of $3.00 per share; and (ii) exchanged 100 shares of the Issuer's Series B Preferred Stock for 100 shares of the Issuer's Series B-1 Preferred Stock pursuant to a reclassification by the Issuer. |
(5) | The number of shares of Common Stock reported as beneficially owned on this Form 4 takes into account the 1-for-4 reverse stock split effected by the Issuer on January 14, 2011. In connection with the reverse stock split, Vicis received 8,252,623 shares of Common Stock and cash in the amount of $3.15 in lieu of fractional shares. |