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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) | $ 0.45 | 09/12/2007 | 09/12/2007 | A | 400,000 | (2) | 09/12/2017 | Common stock | 400,000 | $ 0.45 | 400,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DAY ROWLAND W II 1801 AVENUE OF THE STARS SUITE 435 LOS ANGELES, CA 90067 |
X |
/s/ Rowland W. Day II | 10/18/2007 | |
**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 stock purchase agreement between the Company and the reporting person, pursuant to which the reporting person purchased shares at $0.025, provided the reporting person with full ratchet antidilution protection for subsequent sales of common stock at a price lower than that paid by the reporting person. The antidilution provision was triggered by a subsequent sale of common stock on August 3, 2007 at a price of $0.005. As a result, the reporting person's investments were re-valued and the reporting person was issued that number of additional shares, which when added to the originally purchased shares reflect a purchase price of $0.005 per share. |
(2) | Option vesting began on 09/12/07 and vests 25% each year for four years. |