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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OBUS NELSON 450 SEVENTH AVE NEW YORK, NY 10123 |
X |
/s/ Nelson Obus | 09/19/2005 | |
**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 sale of the reported securities is not matchable against the transaction by Wynnefield Small Cap Value Offshore Fund, Ltd., a Cayman Islands company (the "Fund"), in the reported securities which occurred on May 23, 2005. On May 23, 2005, the Fund, over which Mr. Obus has shared power to vote and dispose of the reported securities owned by the Fund, acquired the reported securities at the same price and in the same aggregate quantity that other affiliates of Mr. Obus disposed of the reported securities, which represented a mere transfer between Mr. Obus' affiliates and was a reallocation of the reported securities among such affiliates of Mr. Obus, and therefore was not a purchase of the reported securities for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended. |
(2) | The reported securities are owned by Wynnefield Partners Small Cap Value, L.P. I, a Delaware limited partnership ("Partners I"). Wynnefield Capital Management, LLC, a New York limited liability company ("Capital LLC"), is the sole general partner of Partners I. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners I, Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners I. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(3) | The reported securities are owned by Wynnefield Partners Small Cap Value, L.P., a Delaware limited partnership ("Partners L.P."). Capital LLC is the sole general partner of Partners L.P. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners L.P., Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners L.P. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(4) | The reported securities are owned by the Fund. Wynnefield Capital, Inc., a Delaware corporation ("Capital Inc.") is the sole investment manager of the Fund. Mr. Obus is a co-principal executive officer of Capital Inc., and by virtue of his positions with Capital Inc. and the Fund, Mr. Obus has the shared power to vote and dispose of the reported securities owned by the Fund. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(5) | The reported securities are owned by Channel Partnership II, L.P., a New York limited partnership ("Channel"). Mr. Obus is the general partner of Channel, and by virtue of his position with Channel, Mr. Obus has the power to vote and dispose of the reported securities owned by Channel. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(6) | The reported securities are owned by Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan (the "Plan"). Mr. Obus has the authority to direct the voting and the disposition of the reported securities owned by the Plan. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |