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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 convertible Preferred Stock | (1) | 10/26/2004 | S | 786,252.64 | (2) | (2) | Common Stock | (1) | (3) | 0 | I | See Footnote (4) | |||
Series D convertible Preferred Stock | (1) | 10/26/2004 | S | 543,683.47 | (1) | (2) | Series C convertible Preferred Stock | 543,683.47 | (3) | 0 | I | See Footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AT&T WIRELESS SERVICES INC 7277 164TH AVENUE NE, BUILDING 1 REDMOND, WA 98052 |
X |
/s/ Stephen A. McGaw | 10/26/2004 | |
**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 A convertible preferred stock is convertible into a number of shares of common stock, determined by dividing the accreted value of the Series A convertible preferred stock as of the date of conversion by the fair market value of the Company's common stock on that date. |
(2) | The Series A convertible preferred stock is convertible into common stock at the option of the holder on or after February 4, 2006. The Series A convertible preferred stock is redeemable at its accreted value at the option of the Company on or after February 4, 2008. The Series A convertible preferred stock is redeemable at the option of the holder on or after February 4, 2018. |
(3) | The consideration for the shares is the termination of a shareholders agreement of which AT&T Wireless PCS, LLC, a wholly owned subsidiary of the reporting person, is a party. |
(4) | These shares are owned directly by AT&T Wireless PCS, LLC, which is a wholly owned subsidiary of the reporting person. |