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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 | |
BERKOWITZ BRUCE R C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR MIAMI, FL 33137 |
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Bruce R. Berkowitz, By: /s/ Paul Thomson (Attorney- in-Fact) | 05/05/2010 | |
**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) | Prior to this transaction, Fairholme Partners, L.P. was the direct holder of 624,835 shares of Common Stock and, following such transaction, is currently the direct holder of 624,835 shares of Common Stock. Prior to this transaction, Fairholme Ventures II, LLC was the direct holder of 624,659 shares of Common Stock and, following such transaction, is currently the direct holder of 606,659 shares of Common Stock. Prior to this transaction, Fairholme Holdings, Ltd. was the direct holder of 624,748 shares of Common Stock and, following such transaction, is currently the direct holder of 624,748 shares of Common Stock. Prior to this transaction, the Fund was the direct holder of 221,634 shares of Common Stock and, following such transaction, is currently the direct holder of 221,634 shares of Common Stock. |
(2) | Bruce R. Berkowitz ("Mr. Berkowitz") is the managing member of Fairholme Capital Management, L.L.C., a Delaware limited liability company ("Fairholme"), which serves as (i) the general partner of Fairholme Partners, L.P., (ii) the managing member of Fairholme Ventures II, LLC, (iii) the investment manager to Fairholme Holdings, Ltd. and (iv) the investment manager to Fairholme Funds, Inc. Mr. Berkowitz disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that Mr. Berkowitz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(3) | Prior to this transaction, Fairholme Partners, L.P. was the direct holder of 624,835 shares of Common Stock and, following such transaction, is currently the direct holder of 624,835 shares of Common Stock. Prior to this transaction, Fairholme Ventures II, LLC was the direct holder of 606,659 shares of Common Stock and, following such transaction, is currently the direct holder of 606,659 shares of Common Stock. Prior to this transaction, Fairholme Holdings, Ltd. was the direct holder of 624,748 shares of Common Stock and, following such transaction, is currently the direct holder of 606,748 shares of Common Stock. Prior to this transaction, the Fund was the direct holder of 221,634 shares of Common Stock and, following such transaction, is currently the direct holder of 221,634 shares of Common Stock. |
(4) | Prior to this transaction, Fairholme Partners, L.P. was the direct holder of 624,835 shares of Common Stock and, following such transaction, is currently the direct holder of 613,235 shares of Common Stock. Prior to this transaction, Fairholme Ventures II, LLC was the direct holder of 606,659 shares of Common Stock and, following such transaction, is currently the direct holder of 606,659 shares of Common Stock. Prior to this transaction, Fairholme Holdings, Ltd. was the direct holder of 606,748 shares of Common Stock and, following such transaction, is currently the direct holder of 606,748 shares of Common Stock. Prior to this transaction, the Fund was the direct holder of 221,634 shares of Common Stock and, following such transaction, is currently the direct holder of 221,634 shares of Common Stock. |
(5) | Prior to this transaction, Fairholme Partners, L.P. was the direct holder of 613,235 shares of Common Stock and, following such transaction, is currently the direct holder of 606,835 shares of Common Stock. Prior to this transaction, Fairholme Ventures II, LLC was the direct holder of 606,659 shares of Common Stock and, following such transaction, is currently the direct holder of 606,659 shares of Common Stock. Prior to this transaction, Fairholme Holdings, Ltd. was the direct holder of 606,748 shares of Common Stock and, following such transaction, is currently the direct holder of 606,748 shares of Common Stock. Prior to this transaction, the Fund was the direct holder of 221,634 shares of Common Stock and, following such transaction, is currently the direct holder of 221,634 shares of Common Stock. |
(6) | Prior to this transaction, Fairholme Partners, L.P. was the direct holder of 606,835 shares of Common Stock and, following such transaction, is currently the direct holder of 606,835 shares of Common Stock. Prior to this transaction, Fairholme Ventures II, LLC was the direct holder of 606,659 shares of Common Stock and, following such transaction, is currently the direct holder of 606,659 shares of Common Stock. Prior to this transaction, Fairholme Holdings, Ltd. was the direct holder of 606,748 shares of Common Stock and, following such transaction, is currently the direct holder of 606,748 shares of Common Stock. Prior to this transaction, the Fund was the direct holder of 221,634 shares of Common Stock and, following such transaction, is currently the direct holder of 219,534 shares of Common Stock. |