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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 Preferred Stock | (1) | 02/01/2013 | C | 900 | (1) | (1) | Common Stock | 900,000 | (1) | 0 | D (2) (3) | ||||
| Series A Preferred Stock | (4) | 02/01/2013 | C | 100 | (4) | (4) | Common Stock | 100,000 | (4) | 0 | D (3) (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BVP GP LLC 100 PRINCETON SOUTH CORPORATE CENTER SUITE 150 EWING, NJ 08628 |
X | |||
| BATTELLE VENTURES, L.P. 100 PRINCETON SOUTH CORPORATE CENTER SUITE 150 EWING, NJ 08628 |
X | |||
| IVP GP, LLC 100 PRINCETON SOUTH CORPORATE CENTER SUITE 150 EWING, NJ 08628 |
X | |||
| INNOVATION VALLEY PARTNERS, L.P. 100 PRINCETON SOUTH CORPORATE CENTER SUITE 150 EWING, NJ 08628 |
X | |||
| /s/ Tracy Warren, as member of BVP GP, LLC, the general partner of Battelle Ventures, L.P., and as member of IVP GP, LLC, the general partner of Innovation Valley Partners, L.P. | 02/19/2013 | |
| **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) | Reflects the conversion of 900 shares of Series A Preferred Stock of the Issuer acquired by the holder on October 23, 2012, which were convertible at any time at the option of the holder. Each 1/1000 of a share of Series A Preferred Stock was convertible into such number of shares of Common Stock equal to (i) $2.00 divided by the conversion price then in effect (which conversion price is initially equal to $2.00), plus (ii) an amount equal to all accrued but unpaid dividends on such fractional share dividend by the closing price of Common Stock on the trading day immediately preceding the date of conversion, unless the Issuer elected to pay the dividend amount on each upon conversion. The Series A Preferred Stock had no expiration date. |
| (2) | Reflects the securities of the Issuer owned directly by Battelle Ventures, L.P. ("BVLP"), of which BVP GP, LLC ("BVPGP") is the general partner. For purposes of this Form 4, BVPGP disclaims ownership of the securities owned by BVLP, except to the extent of its pecuniary interest therein. |
| (3) | BVPGP and IVP GP, LLC ("IVPGP) are under common control; however, under the "rule of three", there are no other beneficial owners. |
| (4) | Reflects the conversion of 100 shares of Series A Preferred Stock of the Issuer acquired by the holder on October 23, 2012, which were convertible at any time at the option of the holder. Each 1/1000 of a share of Series A Preferred Stock was convertible into such number of shares of Common Stock equal to (i) $2.00 divided by the conversion price then in effect (which conversion price is initially equal to $2.00), plus (ii) an amount equal to all accrued but unpaid dividends on such fractional share dividend by the closing price of Common Stock on the trading day immediately preceding the date of conversion, unless the Issuer elected to pay the dividend amount on each upon conversion. The Series A Preferred Stock had no expiration date. |
| (5) | Reflects the securities of the Issuer owned directly by Innovation Valley Partners, L.P. ("IVP"), of which IVPGP is the general partner. For purposes of this Form 4, IVPGP disclaims ownership of the securities owned by IVP, except to the extent of its pecuniary interest therein. |
| Remarks: Exhibit List: Exhibit 99 - Joint Filer Information Statement is attached as Exhibit 99. | |