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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 | ||||||||
Warrants (right to buy) (1) | $ 5.75 | 01/01/2013 | J(2) | 1,967,342 | (3) | 05/04/2016 | Common Stock | 1,967,342 | (2) | 0 | I | By Raging Capital Fund (QP), LP | |||
Warrants (right to buy) (1) | $ 5.75 | 01/01/2013 | J(2) | 892,958 | (3) | 05/04/2016 | Common Stock | 892,958 | (2) | 0 | I | By Raging Capital Fund, LP |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARTIN WILLIAM C TEN PRINCETON AVENUE ROCKY HILL, NJ 08553 |
X | |||
Raging Capital Management, LLC TEN PRINCETON AVENUE ROCKY HILL, NJ 08553 |
X | |||
Raging Capital Fund, LP TEN PRINCETON AVENUE ROCKY HILL, NJ 08553 |
See explanation of responses | |||
Raging Capital Fund (QP), LP TEN PRINCETON AVENUE ROCKY HILL, NJ 08553 |
See explanation of responses |
By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin | 01/03/2013 | |
**Signature of Reporting Person | Date | |
By: Raging Capital Management, LLC, By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin, Managing Member | 01/03/2013 | |
**Signature of Reporting Person | Date | |
By: Raging Capital Fund, LP, By: Raging Capital Management, LLC, General Partner, By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin, Managing Member | 01/03/2013 | |
**Signature of Reporting Person | Date | |
By: Raging Capital Fund (QP), LP, By: Raging Capital Management, LLC, General Partner, By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin, Managing Member | 01/03/2013 | |
**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) | This Form 4 is filed jointly by Raging Capital Fund, LP ("Raging Capital Fund"), Raging Capital Fund (QP), LP ("Raging Capital Fund QP"), Raging Capital Management, LLC ("Raging Capital") and William C. Martin. Each of Raging Capital and Mr. Martin disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(2) | Effective January 1, 2013, Raging Capital Fund assigned the securities of the Issuer held by it to Raging Capital Fund (QP). Immediately thereafter, Raging Capital Fund (QP) contributed the securities of the Issuer held by it to Raging Capital Master Fund, Ltd. ("Raging Master"), an affiliate of Raging Capital. Such assignment and contribution were effected in connection with an internal restructuring implemented by such entities. As the investment manager of Raging Master, Raging Capital may be deemed to beneficially own the securities of the Issuer owned directly by Raging Master. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities of the Issuer owned directly by Raging Master. As a result of such assignment and contribution, Raging Capital Fund and Raging Capital Fund QP are no longer subject to the reporting requirements of Section 16 with respect to the securities of the Issuer. |
(3) | The Warrants are currently exercisable. |