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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 | ||||||||
7 1/2% Series A-1 Convertible Preferred Stock | $ 0.651 | 12/13/2012 | S | 651 (1) | (2) | (2) | Common Stock | 1,000,000 | (1) | 7,030 | D | ||||
7 1/2% Series A-1 Convertible Preferred Stock | $ 0.651 | (2) | (2) | Common Stock | 3,974,654 | 2,587.5 | I | By Northern Comstock LLC | |||||||
Warrants to Purchase Common Stock | $ 4 | (3) | (4) | Common Stock | 100,000 | 100,000 | D | ||||||||
Warrants to Purchase Common Stock | $ 3.5 | (3) | (5) | Common Stock | 187,500 | 187,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WINFIELD JOHN V THE INTERGROUP CORPORATION 10940 WILSHIRE BLVD., SUITE 2150 LOS ANGELES, CA 90024 |
X | X |
/s/ John V. Winfield | 12/14/2012 | |
**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) | A total of 651 shares of 7 1/2% Series A-1 Convertible Preferred Stock ("A-1 Preferred") were sold in a private transaction at a price of $3,364.06 per share. The sale was for the purpose of tax and financial planning and other tax related matters. |
(2) | Each share of A-1 Preferred has a stated value of $1,000 and can be converted into shares of Common Stock at the holder's election at a rate of $0.651 per share (subject to certain adjustments). A-1 Preferred shares are convertible at any time after issuance and have no expiration, but the underlying shares of Common Stock are currently considered as restricted stock. |
(3) | All Warrants are presently exercisable. |
(4) | Warrants expire as follows: April 10, 2013 - 25,000 shares; June 7, 2013 - 25,000 shares; August 13, 2013 - 50,000 shares. |
(5) | Warrants expire as follows: February 17, 2013 - 31,250 shares; April 20, 2013 - 31,250 shares; May 11, 2013 - 31,250 shares; June 9, 2013 - 31,250 shares; June 15, 2013 - 31,250 shares; and June 21, 2013 - 31,250 shares. |