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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 B Cumulative Convertible Preferred Stock | $ 6.3316 (1) (2) | 12/23/2009 | S | 1,538,462 | (1)(2) | (1)(2) | Common Stock | 4,738,123 | $ 0.1494 | 512,820 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lyles United, LLC 1210 W. OLIVE STREET FRESNO, CA 92728 |
X |
/s/ William M. Lyles, IV, Vice President | 12/28/2009 | |
**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) | Each share of Series B Cumulative Convertible Preferred Stock (the "Series B Stock") is convertible at the option of Lyles United, LLC ("Lyles") into that number of shares of the issuer's Common Stock equal to: (i) $19.50, divided by (ii) the conversion price in effect at the time of conversion. The conversion price of the Series B Stock is currently fixed at $6.3316226, but is subject to certain anti-dilution adjustments as set forth in the Certificate of Designations, Powers, Preferences and Rights of the Series B Stock (the "Certificate of Designations"). Using the current conversion price, Lyles' 512,820 shares of Series B Stock are convertible into 1,579,372 shares of the issuer's Common Stock. Lyles' right to convert the Series B Stock does not expire. |
(2) | The Series B Stock shall, upon the occurence of certain events, automatically convert into Common Stock pursuant to the terms of the Certificate of Designations. |