UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B-1 Preferred Stock, par value $0.0001 per share | 03/25/2013 | Â (2) | Common Stock, $0.0002 par value per share | 434,936 | $ (1) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FW Heat Investors, L.P. 201 MAIN STREET SUITE 3100 FORT WORTH, TX 76102 |
 |  X |  |  |
/s/ Jay H. Hebert, Vice President of FW Heat GenPar, LLC, general partner of FW Heat Investors, L.P. | 07/23/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | FW Heat Investors, L.P.'s ("Heat Investors") shares of Series B-1 Preferred Stock, par value $0.0001 per share (the "Preferred Shares"), will automatically convert upon the consummation of a qualified initial public offering into 434,936 shares of common stock, par value $0.0002 per share (the "Common Stock"). The voting and disposition of the Preferred Shares are controlled by Heat Investors' general partner, FW Heat GenPar, LLC ("GenPar"). GenPar's voting and disposition is decisions are further controlled by its sole member RMB Holdings, LLC ("Holdings"), Holdings' member Live Oak UAD 3/25/2010 (the "Trust") and the Trusts' trustees, Robert M. Bass and Anne T. Bass. The above conversion amount reflects the reverse stock split effected on May 29, 2013. Each of GenPar, Holdings, the Trust and each of the trustees disclaims his, her or its beneficial ownership except to the extent of his, her or its pecuniary interest. |
(2) | The Preferred Shares will not expire but will be automatically converted upon the consummation of a qualified initial public offering, which is a public offering with aggregate net proceeds to the issuer of at least $15 million. |