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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 | ||||||||
Warrants to Purchase Common Stock | $ 0.1888 (9) | 12/31/2009 | C(9) | 220,726 | 11/25/2005 | 05/26/2010 | Common Stock | 220,726 | $ 0 | 1,394,871 | I | See (2) | |||
Warrants to Purchase Common Stock | $ 0.1888 (9) | 10/12/2006 | 04/12/2011 | Common Stock | 206,899 | 206,899 | I | See (3) | |||||||
Warrants to Purchase Common Stock | $ 0.1888 (9) | 12/27/2006 | 12/27/2011 | Common Stock | 384,766 | 384,766 | I | See (4) | |||||||
10% Secured Convertible Notes | $ 0.295 | 12/31/2009 | C(9) | 2,069,074 | 05/30/2008 | (5) | Common Stock | 2,069,074 | $ 0 | 0 | I | See footnote (5) | |||
Warrants to Purchase Common Stock | $ 0.1888 (9) | 12/01/2008 | 05/30/2013 | Common Stock | 3,000,000 | 3,000,000 | I | See footnote (6) | |||||||
10% Secured Convertible Notes | $ 0.235 | 12/31/2009 | C(9) | 10,744,681 | 10/17/2008 | (7) | Common Stock | 10,744,681 | $ 0 | 0 | I | See footnote (7) | |||
Warrants to Purchase Common Stock | $ 0.1888 (9) | 04/17/2009 | 10/17/2013 | Common Stock | 6,446,809 | 6,446,809 | I | See footnote (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Moorin Jay C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X | |||
SCHREIBER ALAIN C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X | |||
ProQuest Investments III, L.P. 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X | |||
ProQuest Associates III LLC 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X | |||
PROQUEST INVESTMENTS II LP 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X | |||
PROQUEST INVESTMENTS II ADVISORS FUND LP 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X | |||
PROQUEST ASSOCIATES II LLC 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X |
/s/ Pasquale De Angelis as Attorney-in-Fact | 01/05/2010 | |
**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) | Of such new shares: 18,442,712 were acquired by ProQuest Investments III, L.P. ("Investments III"), of which ProQuest Associates III LLC ("Associates III") is the general partner; 4,681,667 were acquired by ProQuest Investments II, L.P. ("Investments II"), of which ProQuest Associates II LLC ("Associates II") is the general partner; and 112,704 were acquired by ProQuest Investments II Advisors Fund, L.P. ("Advisors"), of which Associates II is the general partner. Jay Moorin and Alain Schreiber are managing members of Associates III and Associates II. Of such total shares: 23,417,138 are owned by Investments III; 5,944,414 are owned by Investments II; and 143,101 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(2) | Of such warrants: 1,107,078 are owned by Investments III; 281,030 are owned by Investments II; and 6,763 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(3) | Of such warrants: 164,210 are owned by Investments III; 41,684 are owned by Investments II; and 1,005 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(4) | Of such warrants: 305,380 are owned by Investments III; 77,520 are owned by Investments II; and 1,866 are owned by Advisors. Each of the reporting persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(5) | See footnote 9. Of such convertible notes: 1,642,165 were owned by Investments III; 416,873 were owned by Investments II; and 10,036 were owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(6) | Of such warrants: 2,381,030 are owned by Investments III; 604,419 are owned by Investments II; and 14,551 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(7) | See footnote 9. Of such convertible notes: 8,527,803 were owned by Investments III; 2,164,764 were owned by Investments II; and 52,114 were owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(8) | Of such warrants: 5,116,683 are owned by Investments III; 1,298,858 are owned by Investments II; and 31,268 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(9) | On December 31, 2009, the Reporting Persons converted all outstanding 10% Secured Convertible Notes, together with accrued and unpaid interest, and certain outstanding promissory notes (which notes had been issued in satisfaction of liquidated damages) into an aggregate of 23,237,083 shares of common stock as set forth in Footnote 1. The price for all such conversions was $.1574. In addition, (i) warrants to purchase 220,726 shares of common stock were retired (see Footnote 2) and (ii) the exercise price of all remaining warrants owned by the Reporting Persons was reduced to $.1888. |