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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 | ||||||||
Special Warrants (right to buy) (2) | (3) | 12/21/2007 | C | 985,500 | (3) | 12/21/2007 | Common Stock | 1,478,250 | (3) | 0 | I (1) | By: Wexford Catalyst Trading LImited | |||
Warrants (3) | $ 1.1 | 12/21/2007 | C | 492,750 | 12/21/2007 | 06/05/2012 | Common Stock | 492,750 | (3) | 492,750 | I (1) | By: Wexford Catalyst Trading Limited | |||
Special Warrants (right to buy) (2) | (3) | 12/21/2007 | C | 2,299,500 | (3) | 12/21/2007 | Common Stock | 3,449,250 | (3) | 0 | I (1) | By: Wexford Spectrum Trading Limited | |||
Warrants(3) | $ 1.1 | 12/21/2007 | C | 1,149,750 | 12/21/2007 | 06/05/2012 | Common Stock | 1,149,750 | (3) | 1,149,750 | I (1) | By: Wexford Spectrum Trading Limited |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WEXFORD CAPITAL LLC 411 WEST PUTNAM AVENUE SUITE 125 GREENWICH, CT 06830 |
10% owner prior to this filing | |||
DAVIDSON CHARLES E C/O WEXFORD CAPITAL LLC 411 WEST PUTNAM AVENUE GREENWICH, CT 06830 |
10% owner prior to this filing | |||
JACOBS JOSEPH C/O WEXFORD CAPITAL LLC 411 WEST PUTNAM AVENUE SUITE 125 GREENWICH, CT 06830 |
10% owner prior to this filing |
Arthur H. Amron, Partner and Secretary of Wexford Capital LLC | 01/31/2008 | |
**Signature of Reporting Person | Date | |
Charles E. Davidson | 01/31/2008 | |
**Signature of Reporting Person | Date | |
Joseph Jacobs | 01/31/2008 | |
**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) | Wexford Capital LLC (?Wexford?), as investment manager or sub advisor of Wexford Spectrum Trading Limited (?WST?) and Wexford Catalyst Trading Limited (?WCT?), may be deemed to beneficially own the securities. Charles E. Davidson (?Davidson?) and Joseph M. Jacobs (?Jacobs?) are the managing members of Wexford. Davidson and Jacobs may also be deemed to beneficially own the securities. Wexford, Davidson and Jacobs each disclaims beneficial ownership of the securities reported hereby and this report shall not be deemed as an admission that they are the beneficial owners of such securities except in the case of Davidson and Jacobs to the extent of their interests in each of WST and WCT. |
(2) | Special Warrants convertible into one common share and one-half of one Warrant, each Warrant exercisable to acquire one common share (right to buy). |
(3) | WST and WCT acquired an aggregate of 3,285,000 Special Warrant Shares from the issuer in a private placement offering that closed on June 5, 2007 (the ?Offering?). Each Special Warrant Share entitled the holder thereof to receive, without the payment of additional consideration, upon the exercise thereof, one share of common stock and one-half of one Warrant. The Special Warrants were subject to automatic conversion in certain circumstances. The Special Warrants converted automatically on December 21, 2007. Each Warrant entitles the holder to acquire an additional common share at an exercise price of $1.10 for a period of five years from June 5, 2007. |