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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 D Convertible Preferred Stock | (1) | 06/21/2006 | P | 51,282 | 06/21/2006 | (1) | Common Stock | 51,282 | $ 3.9 (1) | 51,282 | D (3) | ||||
Common Stock Warrants (right to buy) | $ 3.9 (2) | 06/21/2006 | P | 222,222 | 06/21/2006 | 06/20/2011(2) | Common Stock | 222,222 | (1) | 222,222 | D (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TSCP Machinery & Processing Group, LLC 100 SOUTH BRENTWOOD BOULEVARD, SUITE 200 ST. LOUIS, MO 63105-1691 |
X | |||
ReNewable Products LLC 100 SOUTH BRENTWOOD BOULEVARD, SUITE 200 ST. LOUIS, MO 63105-1691 |
X | |||
THOMPSON STREET CAPITAL PARTNERS LP 100 SOUTH BRENTWOOD BOULEVARD, SUITE 200 ST. LOUIS, MO 63105-1691 |
X | |||
Thompson Street Capital GP LLC 100 SOUTH BRENTWOOD BOULEVARD, SUITE 200 ST. LOUIS, MO 63105-1691 |
X | |||
Cooper James 100 SOUTH BRENTWOOD BOULEVARD, SUITE 200 ST. LOUIS, MO 63105-1691 |
X | |||
Finley Peter 100 SOUTH BRENTWOOD BOULEVARD, SUITE 200 ST. LOUIS, MO 63105-1691 |
X |
/s/ James A. Cooper, Managing Member | 06/22/2006 | |
**Signature of Reporting Person | Date | |
/s/ James A. Cooper, Individually | 06/22/2006 | |
**Signature of Reporting Person | Date | |
/s/ Peter S. Finley, Individually | 06/22/2006 | |
**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) | Pursuant to a Securities Purchase Agreement, dated June 21, 2006, to which the Issuer, TSCP Machinery & Processing Group, LLC and an unaffiliated purchaser are parties, TSCP Machinery & Processing Group, LLC acquired the shares of Series D Convertible Preferred Stock and Common Stock Warrants listed in the table from the Issuer for a total payment of $200,000 in cash. The shares of Series D Convertible Preferred Stock are convertible on a share-for-share basis (subject to adjustments) into shares of Common Stock of the Issuer, without an expiration date. |
(2) | Each of the Common Stock Warrants represents a right to acquire one share of Common Stock of the Issuer for $3.90 (subject to adjustments) until five years from the date of issuance. |
(3) | The Series D Convertible Preferred Stock and the Common Stock Warrants may be deemed to be beneficially owned directly by TSCP Machinery & Processing Group, LLC, a Delaware limited liability company that is wholly owned by Thompson Street Capital Partners, L.P., a Delaware limited partnership of which the general partner is Thompson Street Capital GP LLC, a Delaware limited liability company that is controlled by its managing members, James A. Cooper and Peter S. Finley. ReNewable Products LLC (a Delaware limited liability company that is a subsidiary of TSCP Machinery & Processing Group, LLC), Thompson Street Capital Partners, L.P., Thompson Street Capital GP LLC, James A. Cooper and Peter S. Finley may be deemed to be indirect beneficial owners of the Series D Convertible Preferred Stock and the Common Stock Warrants. The respective pecuniary interests of such indirect beneficial owners are not described herein. |