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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 | ||||||||
Warrants | $ 6 | 12/17/2008 | J | 6,500,000 | 01/31/2008 | 01/31/2011 | Shares of common stock | 6,500,000 | $ 0 (2) | 0 | I | Warrants held by Oenoke Partners, LLC (1) | |||
Warrants | $ 6 | 12/17/2008 | J | 1,625,000 | 01/31/2008 | 01/31/2011 | Shares of common stock | 1,625,000 | $ 0 (2) | 1,625,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Martell Frank FOUR STAMFORD PLAZA 107 ELM STREET STAMFORD, CT 06902 |
X | E.V.P. and CFO |
Frank Martell | 12/17/2008 | |
**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 Shareholder had beneficial ownership of 25% of the membership interests in Oenoke Partners, LLC and had beneficial ownership of the remaining 75% by virtue of approval rights with respect to a sale of substantially all the assets of Oenoke Partners, LLC. |
(2) | No consideration was paid for the in-kind, pro rata distribution. |
Remarks: J - Pursuant to a Plan of Liquidation and Dissolution, adopted on 12/17/08, Oenoke Partners, LLC dissolved and distributed its shares of common stock and warrants pro rata to its four members who now hold the common stock and warrants directly. |