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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 | ||||||||
Stock Options | $ 0.88 | (1) | 02/01/2015 | Common Stock, $.001 par value | 891,396 | 891,396 | D | ||||||||
Stock Options (3) | $ 0.89 | (2) | 10/19/2015 | Common Stock, $.001 par value | 1,445,080 | 1,445,080 | D | ||||||||
Stock Options (3) | $ 0.56 | (4) | 10/18/2016 | Common Stock, $.001 par value | 394,580 | 394,580 | D | ||||||||
Senior Convertible Promissory Notes | $ 0.38 | 06/29/2007 | P | 46,052 (5) | 06/29/2007 | 06/29/2009 | Common Stock, $.01 par value (6) | 46,052 (5) | (6) | 46,052 (5) | D | ||||
Warrant | $ 0.4 | 06/29/2007 | P | 11,513 | 06/29/2007 | 06/29/2012 | Common Stock, $.01 par value | 11,513 | (6) | 11,513 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GREENLEAF DANIEL E 180 MT. AIRY ROAD, SUITE 102 BASKING RIDGE, NJ 07920 |
X | President and CEO |
/s/ Daniel E. Greenleaf | 07/03/2007 | |
**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) | 297,132 shares vest on each of 2/1/06, 2/1/07 and 2/1/08. |
(2) | 481,693 shares vest on each of 02/01/06 and 02/01/07 and 481,694 shares vest on 02/01/08. |
(3) | Issued in accordance with Mr. Greenleaf's employment agreement dated 2/1/2005, which requires additional stock options to be issued to maintain Mr. Greenleaf's aggregate stock options to be equal to 5% of the Company's outstanding common stock until certain events occur. |
(4) | 197,290 shares vest on each of 2/1/07 and 2/1/08. |
(5) | Reflects the number of shares to be acquired under a voluntary conversion. Actual number and type of security under a mandatory conversion may vary. |
(6) | The Reporting Person invested $17,500 in a Convertible Note financing, whereby the Note is convertible (voluntarily) into shares of Common Stock or (by mandatory conversion) into Common Stock or another security. |