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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 | ||||||||
Warrant | $ 6 | 07/02/2009 | P | 50,000 | (1) | (2) | Common Stock | 50,000 | $ 0.48 | 1,921,600 (3) | I | By Frost Gamma Investments Trust (4) | |||
Warrant | $ 6 | 07/02/2009 | P | 500,000 | (1) | (2) | Common Stock | 500,000 | $ 0.5 | 2,421,600 (3) | I | By Frost Gamma Investments Trust (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FROST PHILLIP MD ET AL 4400 BISCAYNE BOULEVARD MIAMI, FL 33137 |
X | X | ||
Frost Gamma Investments Trust 4400 BISCAYNE BOULEVARD, 15TH FLOOR MIAMI, FL 33137 |
X |
/s/ Phillip Frost, MD | 07/06/2009 | |
**Signature of Reporting Person | Date | |
Phillip Frost, M.D., as trustee | 07/02/2009 | |
**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) | The warrants become exercisable upon the consummation by the issuer of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, as described in the issuer's prospectus, filed with the Securities and Exchange Commission on November 19, 2007. |
(2) | The warrants will expire at 5:00 pm New York City Time, on November 19, 2011 or earlier upon redemption. |
(3) | Includes a total of 150,000 Units, each Unit consisting of one share of common stock and one warrant to purchase on share of common stock at $6.00. |
(4) | The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
Remarks: Exhibit 99 - Joint Filer Information |