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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 | ||||||||
Convertible Notes | $ 1.0428 | 12/01/2006 | C(1) | $ 1,250,000 | (6) | (6) | Class A Common Stock | 1,383,825 | $ 1,250,000 | $ 0 | I | By Brantley Partners IV, L.P. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PINKAS ROBERT P 3201 ENTERPRISE PARKWAY, SUITE 350 BEACHWOOD, OH 44122 |
X |
/s/ Robert P. Pinkas | 01/04/2007 | |
**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) | On December 1, 2006 Brantley Partners IV, LP converted (i) 7,863,996 shares of the Company's Class B Common Stock into 61,053,964 shares of the Company's Class A Common Stock at a conversion ratio of approximately 7.764 and (ii) Convertible Notes in the aggregate principal amount of $1,250,000 into 1,383,825 shares of the Company's Class A Common Stock at a price per share equal to $1.042825. |
(2) | Includes 62,555,686 shares held by Brantley Partners IV, L.P. The Reporting Person is the sole general partner of Pinkas Family Partners, L.P., which is a general partner of Brantley Venture Management IV, L.P. Brantley Venture Management IV, L.P. is the sole general partner of Brantley Partners IV, L.P. The Reporting Person is the sole stockholder of Brantley Management Company, which serves as an adviser to Brantley Venture Partners III, L.P., Brantley Partners IV, L.P. and certain other affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(3) | Includes 2,439,547 shares held by Brantley Venture Partners III, L.P. The Reporting Person is the sole general partner of Pinkas Family Partners, L.P., which is a general partner of Brantley Venture Management III, L.P. Brantley Venture Management III, L.P. is the sole general partner of Brantley Venture Partners III, L.P. The Reporting Person is the sole stockholder of Brantley Management Company, which serves as an adviser to Brantley Venture Partners III, L.P., Brantley Partners IV, L.P. and certain other affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(4) | Represents 8,749,952 shares of Class D Common Stock convertible as of December 1, 2006 into 8,749,952 shares of Class A Common Stock. The conversion rate is a floating rate partially determined by reference to the price of the Class A Common Stock at the time of conversion. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(5) | Represents 117,898 shares of Class A Common Stock purchased by Brantley Venture Partners III, L.P. and 117,987 shares of Class A Common Stock purchased by Brantley Partners IV, L.P. in a privately negotiated transaction with a group of shareholders. |
(6) | These Convertible Notes were immediately convertible and were payable on or before December 1, 2006. |