UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant (right to buy) | Â (5) | 08/31/2017 | Common Stock | 15,000 | $ 4.45 | D (1) (2) | Â |
Warrant (right to buy) | Â (5) | 08/31/2017 | Common Stock | 25,000 | $ 4.45 | I (2) (3) | By James Douglas and Jean Douglas Revocable Descendants' Trust |
Warrant (right to buy) | Â (5) | 08/31/2017 | Common Stock | 10,000 | $ 4.45 | I (2) (4) | By Douglas Family Trust |
Warrant (right to buy) | 04/08/2013 | 04/08/2018 | Common Stock | 75,000 | $ 6.73 | D (1) (2) | Â |
Warrant (right to buy) | 04/08/2013 | 04/08/2018 | Common Stock | 125,000 | $ 6.73 | I (2) (3) | By James Douglas and Jean Douglas Revocable Descendants' Trust |
Warrant (right to buy) | 04/08/2013 | 04/08/2018 | Common Stock | 50,000 | $ 6.73 | I (2) (4) | By Douglas Family Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOUGLAS KEVIN 125 E SIR FRANCIS DRAKE BLVD, STE 400 LARKSPUR, CA 94939 |
 |  X |  | 13(d)(3) Group |
DOUGLAS FAMILY TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939 |
 |  X |  |  |
JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939 |
 |  X |  |  |
/s/ Eileen Wheatman, attorney-in-fact for Kevin Douglas | 02/11/2013 | |
**Signature of Reporting Person | Date | |
/s/ Eileen Wheatman, attorney-in-fact for Douglas Family Trust | 02/11/2013 | |
**Signature of Reporting Person | Date | |
/s/ Eileen Wheatman, attorney-in-fact for James Douglas and Jean Douglas Irrevocable Descendants? Trust | 02/11/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | These shares are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas. |
(2) | Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively, the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or Rule 13d-5 promulgated under the Exchange Act with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 3 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person. |
(3) | These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust. |
(4) | These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust. |
(5) | This warrant is exercisable at any time up to and including the expiration date. The terms of this warrant contain a limitation on conversion which prevents the Reporting Person from converting this warrant into shares if, after giving effect to the conversion, the Reporting Person would beneficially own more than 14.99% of the issuer's outstanding shares. |
 Remarks: Exhibit 24.  Limited Power of Attorney |