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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 | |
MEDCAP PARTNERS LP 500 THIRD STREET #535 SAN FRANCISCO, CA 94107 |
X | X | ||
TONEY C FRED 500 THIRD STREET #535 SAN FRANCISCO, CA 94107 |
X |
MedCap Partners L.P.; By: MedCap Management & Research LLC, its General Partner; By: C. Fred Toney, its Managing Member; /s/ C. Fred Toney | 05/23/2007 | |
**Signature of Reporting Person | Date | |
C. Fred Toney; /s/ C. Fred Toney | 05/23/2007 | |
**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) | In footnote 1 on a Form 4 filed on December 20, 2006, the reporting persons reported that 10,746,627 shares of the issuer's common stock reported on that Form 4 were beneficially held by MedCap Partners L.P. ("MedCap Partners"), and the balance was beneficially held by an offshore investment limited partnership (the "Offshore Fund"). The correct number of shares beneficially held by MedCap Partners (after giving effect to the transactions reported on that Form 4) was 10,743,627 shares (see footnote 2 for an explanation of the discrepancy). MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of both MedCap Partners and the Offshore Fund. C. Fred Toney was a director of the issuer at the time of the transaction and is currently Chairman of the issuer's Board of Directors. Mr. Toney is the managing member of MMR, and Mr. Toney also holds, directly and indirectly, limited partnership interests in MedCap Partners. |
(2) | On a Form 4 filed on December 20, 2006, the reporting persons reported a distribution of 252,892 shares of the issuer's common stock held by by MedCap Partners as in-kind distributions to some of its former limited partners. The correct number of shares of common stock of the issuer distributed was 255,892 shares, a discrepancy of 3,000 shares. These shares were also inadvertently reported as held by MedCap Partners in three Forms 4 filed by MedCap Partners and three Forms 4 filed by C. Fred Toney after the original Form 4 was filed. |