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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 | ||||||||
| Undertaking to purchase common stock (1) | $ 9.96 (2) | 09/27/2012 | 09/27/2012 | P | 100,000 | 09/27/2012 | 11/30/2012 | Common stock | 100,000 | $ 0 | 100,000 | I | See footnote (3) | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Seabrooke Christopher Stefan 4 COMMERCE SQUARE 39 RIVONIA ROAD SANDHURST, SANDTON GAUTENG RSA T3, T3 2196 |
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| /s/Herman Kotze, Attorney-in-Fact for Christopher Seabrooke | 09/28/2012 | |
| **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 purchaser described below in note (3) has entered into an agreement under which it has irrevocably undertaken to acquire the common stock for ZAR 82.00 through the JSE Limited once the shares of common stock have been moved by the seller to the JSE Limited register. The Issuer has a primary listing on the Nasdaq Stock Market and a secondary listing on the JSE Limited. The seller has irrevocably undertaken to transfer the shares of common stock to the JSE Limited register on or before November 30, 2012. |
| (2) | The agreed purchase price is denominated in South African rand ("ZAR"). The amount reported in United States dollars is based on the exchange rate in effect on the date of this filing. |
| (3) | A trust, settled by a relative of the reporting person and of which the reporting person is a discretionary beneficiary, is a shareholder of the company whose wholly owned subsidiary will acquire the common stock. The trust beneficially owns 33% of the company that will hold the common stock and has the right to vote 67% of the issued shares of the company. The reporting person is one of four trustees of the trust, and all matters voted on require a simple majority. The reporting person is the chief executive of the company that will hold the common stock. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |