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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 A Preferred | (1) | 07/29/2013 | C | 697,303 | (1) | (1) | Common Stock | 697,303 | (1) | 0 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BRIGHTLINE CAPITAL MANAGEMENT, LLC 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK, NY 10036 |
X | |||
Brightline Ventures III, LLC 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK, NY 10036 |
X | |||
BRIGHTLINE HEAT, LLC 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK, NY 10036 |
X | |||
BRIGHTLINE GP, LLC 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK, NY 10036 |
X | |||
Smith Edward B III 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK, NY 10036 |
X | X | ||
KHERA, NICK 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK, NY 10036 |
X |
Brightline Capital Management, LLC, By: /s/ Edward B. Smith III, Managing Member | 07/29/2013 | |
**Signature of Reporting Person | Date | |
Brightline Ventures III, LLC, By: Brightline Heat, LLC, its Managing Member, By: Brightline GP, LLC, its Managing Member, By: /s/ Edward B. Smith III, Managing Member | 07/29/2013 | |
**Signature of Reporting Person | Date | |
Brightline Heat, LLC, By: Brightline GP, LLC, its Managing Member, By: /s/ Edward B. Smith III, Managing Member | 07/29/2013 | |
**Signature of Reporting Person | Date | |
Brightline GP, LLC, By: /s/ Edward B. Smith III, Managing Member | 07/29/2013 | |
**Signature of Reporting Person | Date | |
/s/ Edward B. Smith III | 07/29/2013 | |
**Signature of Reporting Person | Date | |
/s/ Nick Khera | 07/29/2013 | |
**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 shares of Series A Convertible Preferred Stock converted to shares of common stock at a conversion rate of .4348 per share. |
(2) | The securities are held in the account of Brightline Ventures III, LLC and may be deemed to be beneficially owned by (a) Brightline Capital Management, LLC, the investment manager of Brightline Ventures III, LLC, (b) Edward B Smith III, a managing member of Brightline Capital Management, LLC and (c) Nick Khera, a managing member of Brightline Capital Management, LLC. Edward B. Smith III and Nick Khera are the managing members of Brightline GP, LLC, which is the managing member of Brightline Heat, LLC. Brightline Heat, LLC is the managing member of Brightline Ventures III, LLC. |