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) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Warrants to purchase shares of Class A Common Stock
|
Â
(1)
|
08/11/2016(2)
|
Class A Common Stock, par value $0.001 per share
|
16,000,000
(3)
(4)
|
$
1.37
|
I
|
See Footnote
(5)
|
* |
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) |
In accordance with the terms of the Warrants, the Warrants become exercisable upon the earliest of (i) the date on which the Issuer obtains certain shareholder approvals specified in the Warrants (the "Approvals"), (ii) the completion of the third shareholder meeting at which the Issuer seeks the Approvals or (iii) February 28, 2011. |
(2) |
The expiration date may be extended until August 11, 2019 upon satisfaction of certain conditions set forth in the Warrants. |
(3) |
Prior to the approval by the Issuer's stockholders of the removal of the following restriction, no holder of the Warrants is permitted to exercise the Warrants to the extent that such exercise would result in such Warrant holder either (i) having aggregate voting power on any matter being voted on by holders of the common stock of the Issuer that exceeds 19.99% of the total number of votes that may be cast in respect of all capital stock of the Issuer on such matter or (ii) having beneficial ownership of more than 19.99% of the then outstanding common stock of the Issuer. |
(4) |
Subject to to anti-dilution adjustments pursuant to the terms of the Warrants. |
(5) |
The Warrants reported are held directly by Sageview Capital Master, L.P. Sageview Capital GenPar, Ltd. is the general partner of Sageview Capital Master, L.P. Mr. Gilhuly is a director of Sageview Capital GenPar, Ltd. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, Mr. Gilhuly disclaims beneficial ownership of the reported securities held by Sageview Capital Master, L.P., except to the extent of his pecuniary interest therein, if any. |