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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 | ||||||||
Employee Stock Options (right to buy) | $ 1.65 | 11/15/2010 | A(2) | 58,823 | 11/15/2011(3) | 11/15/2020 | Common Stock | 58,823 | $ 0 | 58,823 | D | ||||
Employee Stock Options (right to buy) | $ 1.65 | 11/15/2010 | A(4) | 1,000,000 | (5) | 11/15/2020 | Common Stock | 1,000,000 | $ 0 | 1,000,000 | D | ||||
Employee Stock Options (right to buy) | $ 1.65 | 11/15/2010 | A(4) | 941,177 | 11/15/2011(3) | 11/15/2020 | Common Stock | 941,177 | $ 0 | 941,177 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Spengler William 10005 MUIRLANDS SUITE G IRVINE, CA 92618 |
President |
/s/ William Spengler | 11/17/2010 | |
**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) | Sale of restricted common stock ("Restricted Stock") of Issuer in accordance with Issuer's Second Amended and Restated 2007 Equity Incentive Plan ("2007 Equity Incentive Plan") pursuant to a Restricted Stock Agreement between Issuer and the Reporting Person. The purchase price per share is the par value ($0.001 per share) of the Restricted Stock payable in cash. The Restricted Stock vests in full on November 15, 2013 (the "Vesting Date"), provided that the Reporting Person is continuously emplyed by Issuer from November 15, 2010 (the "Effective Date") through the Vesting Date and the per share fair market value of the Issuer's common stock at any time prior to the Vesting Date shall have increased by at least three-times $1.65. The Restricted Stock is subject to further terms as set forth in the Employment Agreement, dated October 27, 2010 (the "Employment Agreement"). |
(2) | Grant of "incentive stock option" pursuant to Issuer's 2007 Equity Incentive Plan. |
(3) | Options vest 25% on the first anniversary after the Effective Date and the remaining 75% vest in 36 equal installments commencing on the last day of the month following the month in which the first anniversary of the Effective Date occurs. |
(4) | Grant of "nonqualified stock option" pursuant to Issuer's 2007 Equity Incentive Plan. |
(5) | The options shall vest based on the achievement of certain milestones established by the Issuer's Compensation Committee as provided in the Employment Agreement. |