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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FOX PAINE CAPITAL LLC 950 TOWER LANE, SUITE 1150 FOSTER CITY, CA 94404 |
X | |||
FOX PAINE & CO LLC 950 TOWER LANE, SUITE 1150 FOSTER CITY, CA 94404 |
X | |||
FOX PAINE CAPITAL FUND LP 950 TOWER LANE, SUITE 1150 FOSTER CITY, CA 94404 |
X |
By: Fox Paine Capital Management, LLC, its manager, /s/ W. Dexter Paine, III, Managing Member | 12/08/2005 | |
**Signature of Reporting Person | Date | |
/s/ W. Dexter Paine, III, President | 12/08/2005 | |
**Signature of Reporting Person | Date | |
By: Fox Paine & Company, LLC, its manager, /s/ W. Dexter Paine, III, President | 12/08/2005 | |
**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) | Fox Paine & Company, LLC ("Company LLC") is the manager of Fox Paine Capital Fund, L.P. ("LP1") and FPC Investors, L.P. ("LP2" and, together with LP1, the "LPs"). Fox Paine Capital, LLC ("Capital LLC") is the General Partner of each of the LPs and the manager of each of ALEC Coinvestment Fund I, LLC, ALEC Coinvestment Fund II, LLC, ALEC Coinvestment Fund III, LLC, ALEC Coinvestment Fund IV, LLC, and ALEC Coinvestment Fund V, LLC (collectively, the "Funds"). Company LLC, as manager of the LPs, and Capital LLC, as the General Partner of the LPs and manager of the Funds, may be deemed, for purposes of Section 16 of the Securities and Exchange Act of 1933, as amended, to be the indirect beneficial owner of shares of Common Stock of the Issuer ("Shares") owned by the LPs, and the LPs and the Funds, respectively, and therefore each is a "ten percent holder" hereunder. |
(2) | On December 7, 2005, LP1 sold 8,334,663 Shares, LP2 sold 123,671 Shares, and the Funds sold 1,541,666 Shares, which total 10,000,000 Shares in the aggregate. After such sale, LP1 directly owns 7,916,995 Shares, LP2 directly owns 117,473 Shares, the Funds directly own 1,464,411 Shares, Company LLC may be deemed to be the indirect beneficial owner of 8,034,468 Shares and Capital LLC may be deemed to be the indirect beneficial owner of 9,498,879 Shares. |