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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 | ||||||||
Super-Voting Common Stock | (1) | 05/13/2010 | J(1) | 44,856 | (1) | (1) | Common Stock | 2,242,849 | (1) | 44,856 | D | ||||
Option to Purchase Super-Voting Common Stock | (2) | 05/13/2010 | J(2) | 2,197,992 | (2) | (2) | Common Stock | 109,899,609 | (2) | 2,197,992 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SELAWSKI MARK 100 COLUMBIA, SUITE 100 ALISO VIEJO, CA 92656 |
CFO and Secretary |
/s/ Mark Selawski | 05/17/2010 | |
**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) | The Reporting Person obtained the securities pursuant to the closing of transactions contemplated under an Agreement and Plan of Merger dated March 26, 2010. The securities are convertible at a rate of 50 shares of Common Stock for each share of Super-Voting Common Stock, automatically upon the filing and acceptance of an amendment to the Issuer's Certificate of Incorporation effecting a 1-for-200 reverse stock split of the Common Stock. |
(2) | The Reporting Person obtained the option pursuant to the closing of transactions contemplated under an Agreement and Plan of Merger dated March 26, 2010. The shares of Super-Voting Common Stock issuable upon exercise of the option are convertible at a rate of 50 shares of Common Stock for each share of Super-Voting Common Stock, automatically upon the filing and acceptance of an amendment to the Issuer's Certificate of Incorporation effecting a 1-for-200 reverse stock split of the Common Stock. The option vests over 36 months commencing January 7, 2010 and has a term of 7 years. |