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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 | ||||||||
Preferred Series B | (1) | 01/31/2006 | C | 2,317,639 | (5) | (5) | Common Stock | 1,020,209 | (5) | 0 | D | ||||
Preferred Series C | (1) | 01/31/2006 | C | 1,140,570 | (5) | (5) | Common Stock | 502,071 | (5) | 0 | I | Owned by NLP (2) | |||
Warrant | $ 9.802 | 09/26/2001 | 09/28/2008 | Common Stock | 100,044 (4) | 100,044 | D | ||||||||
Warrant | $ 9.802 | 05/21/2004 | 05/21/2011 | Common Stock | 110,455 (4) | 110,455 | I | Owned by NLP (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NOMURA INTERNATIONAL PLC NOMURA HOUSE 1 ST MARTINS LE GRAND LONDON EC1A 4NP UNITED KINGDOM, X0 |
X | |||
Nomura Phase4 Ventures LP NOMURA HOUSE 1 ST MARTIN'S-LE-GRAND LONDON, X0 EC1A 4NP |
X | |||
Nomura Phase4 Ventures LTD NOMURA HOUSE 1 ST MARTIN'S-LE-GRAND LONDON, X0 EC1A 4NP |
X | |||
Nomura Phase4 Ventures GP LTD NOMURA HOUSE 1 ST. MARTINS-LE-GRAND LONDON, X0 EC1A 4NP |
X |
Denise Pollard-Knight | 11/14/2006 | |
**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) | Automatic conversion on a basis of 1 preferred for every 0.4401933369 shares of common stock upon the closing of the Issuer's initial public offering. |
(2) | This Form 4 is filed by Nomura International plc ("NI") on behalf of Nomura Phase4 Ventures LP ("NLP") (each a "Reporting Person"). NI owns directly all of the stock of Nomura Phase4 Ventures Limited ("NVL"). NVL owns directly all of the stock of Nomura Phase4 Ventures GP Limited ("NGP"). NGP is the general partner of NLP. |
(3) | Holders of Preferred Series B and C stock received a stock dividend in accordance with a calculation defined in the Issuer's Articles of Incorporation upon closing of the Issuer's initial public offering. |
(4) | Warrants were automatically adjusted on a basis of 1 warrant for every 0.4401933369 warrant upon closing of the Issuer's public offering. The number of adjusted warrants are convertible into common stock on a 1 for 1 basis. |
(5) | Not applicable. |
Remarks: This Amendment is being filed to correct the number of shares and the percentage ownership reported on original filing. |