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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 | ||||||||
Common Stock Warrant | $ 1.01 | 02/19/2010 | P | 510,676 | 02/19/2010 | 06/30/2012 | Common Stock | 510,676 | $ 0 (1) | 1,129,399 | D | ||||
Common Stock Warrant | $ 1.01 | 02/19/2010 | P | 851,123 | 02/19/2010 | 12/20/2012 | Common Stock | 851,123 | $ 0 (1) | 1,980,522 | D | ||||
Common Stock Warrant | $ 1.01 | 02/19/2010 | P | 567,416 | 02/19/2010 | 06/30/2013 | Common Stock | 567,416 | $ 0 (1) | 2,547,938 | D | ||||
Common Stock Warrant | $ 0.83 | 02/19/2010 | P | 851,123 | 02/19/2010 | 12/20/2012 | Common Stock | 851,123 | $ 0 (1) | 3,399,061 | D | ||||
Common Stock Warrant | $ 0.83 | 02/19/2010 | P | 567,416 | 02/19/2010 | 06/30/2013 | Common Stock | 567,416 | $ 0 (1) | 3,966,477 | D | ||||
Convertible Debenture Due 12/31/2010 | $ 0.22 (2) | 02/19/2010 | P | $ 3,404,495 | 02/19/2010 | 12/31/2010 | Common Stock | 15,156,574 | $ 0 (1) | 15,156,574 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FORBES CHRISTOPHER 303 GEORGE STREET SUITE 420 NEW BRUNSWICK, NJ 08901 |
X | X |
Christopher Forbes | 02/23/2010 | |
**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) | Mr. Forbes entered into agreements to purchase an aggregate of 882,381 shares of common stock, 3,347,754 common stock warrants and $3,404,495 of convertible debentures. The total purchase price was $606,000, which was not allocated among the various components. |
(2) | The conversion rate used is the rate that the convertible debentures may convert at as of February 19, 2010. However, the conversion rate may change as the convertible debentures convert at a floating conversion rate equal to the lower of $0.83, subject to adjustment, or 80% of the lowest daily VWAP for the five day period immediately preceding the conversion date. |