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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 | ||||||||
| Secured Convertible Promissory Note | $ 0.65 | 08/27/2009 | J(1) | 1,162,791 | 11/28/2009 | 06/01/2011 | Common Stock | 1,162,791 | (1) | 0 | D | ||||
| Series D Convertible Preferred Stock | (2) | 08/27/2009 | P(1) | 7,906,977 | 09/08/2009(3) | (2) | Common Stock | 7,906,977 (2) | (1) | 7,906,977 | D | ||||
| Warrant To Purchase Common Stock | $ 0.65 (4) | 08/27/2009 | P(1) | 7,906,977 | 09/08/2009(3) | 09/08/2014 | Common Stock | 7,906,977 (4) | (1) | 7,906,977 | D | ||||
| Warrant To Purchase Common Stock | $ 0.65 (4) | 08/27/2009 | P(1) | 456,654 | 07/31/2009 | 07/31/2019 | Common Stock | 456,654 (4) | (1) | 1,619,445 | D | ||||
| Warrant To Purchase Common Stock | $ 0.5 (4) | 06/01/2009 | 06/01/2019 | Common Stock | 150,000 (4) | 150,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CHEZ RONALD L C/O BARRY FISCHER 55 EAST MONROE STREET CHICAGO, IL 60657 |
X | X | ||
| /s/ Barry L. Fischer, attorney-in-fact for Ronald L. Chez | 08/31/2009 | |
| **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 Series D Convertible Preferred Stock and Warrant to Purchase Common Stock disclosed herein were purchased for $3,400,000. As partial consideration for such purchase , the Secured Promissory Note previously purchased by the Reporting Person will be cancelled as of the issue date (see note 3) and the $100,000 principal amount of the Secured Convertible Promissory Note and accrued interest thereunder will be applied to the purchase price of the Series D Convertible Preferred Stock and Warrant. Also in connection with the transaction, holders of Warrants to Purchase Common Stock in the Company agreed to transfer warrants to purchase an aggregate of 456,654 shares Common Stock originally issued July 31, 2009 to the Reporting Person. Please see the Reporting Persons Amendment to Schedule 13D filed August 31, 2009 for more information. |
| (2) | The Series D Convertible Preferred Stock is convertible into common stock on a one-for-one basis, subject to adjustment for certain dilutive events. The Series D Convertible Stock does not have an expiration date. |
| (3) | The cash portion of the purchase price of the Series D Convertible Preferred Stock and Warrant reported herein were escrowed on August 27, 2009. The escrowed amount will be released to the Issuer, the Secured Convertible Promissory Note cancelled and the Series D Convertible Preferred Stock and Warrant to Purchase Common Stock disclosed herein will be issued on the tenth day following notice regarding the transaction is mailed to the Issuer's stockholders in accordance with Nasdaq Listing Rule 5635(f), which the Reporting Person understands was mailed on August 27, 2009. |
| (4) | The exercise price and number of shares of common stock issuable pursuant to the Warrant to Purchase Common Stock are subject to adjustment for certain dilutive events. |