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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 D Preferred Stock | $ 0 (4) | 07/03/2006 | C | 5,555,556 | (4) | (4) | Common Stock | 5,555,556 (4) | $ 0 (4) | 0 | I | By HealthCare Investment Partners Holdings II LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WENDT HENRY HEALTHCARE INVESTMENT PARTNERS 4900 WEST DRY CREEK ROAD HEALDSBURG, CA 95448 |
X |
/s/ Laura M. Medina, Attorney-in-Fact | 07/06/2006 | |
**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 Issuer's preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. |
(2) | Includes 70,547 shares of the Issuer's common stock issued to HealthCare Investment Partners Holdings II LLC ("HIP") in satisfaction of accumulated dividends on the Series D Preferred Stock owned by HIP. |
(3) | The Reporting Person is a managing member of HealthCare Investment Partners II LLC, the managing member of HealthCare Investment Partners Holdings II LLC. As such, the Reporting Person shares voting and investment power over the shares held by HealthCare Investment Partners Holdings II LLC and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of such shares held by HealthCare Investment Partners Holdings II LLC except to his proportionate pecuniary interest therein. |
(4) | These securities automatically converted into 1,132,862 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series D Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split. |