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 A Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 2,729 (3) | $ 55 | D | Â |
Warrants (right to buy) | 07/11/2001 | 07/11/2008 | Common Stock | 2,124 | $ 55 | D | Â |
Note Payable | 06/24/2005(4) | 06/24/2005(4) | Common Stock | 47,951 | $ 3 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FARLEY DONALD F 43 FIFTH AVENUE 10 NW NEW YORK, NY 10003 |
 X |  |  |  |
Donald F. Farley | 06/20/2005 | |
**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) | The Series A Convertible Preferred Stock was convertible immediately upon issuance at the option of the holder. |
(2) | The Series A Convertible Preferred Stock does not expire. However, it is automatically convertible into Common Stock concurrently with the closing of the issuer's initial public offering. The conversion rate is one share of Common Stock for each 55 shares of Series A Preferred Stock. |
(3) | The total number of shares of Series A Convertible Preferred Stock owned by the Reporting Person is 150,000 shares, which will convert into 2,729 shares of Common Stock concurrently with the closing of the issuer's initial public offering. |
(4) | The note payable, originally a non-convertible note, will convert upon agreement with the issuer at the closing of the issuer's initial public offering. |