UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Options (right to buy) | Â (1) | 04/05/2012 | Common Stock | 33,334 | $ 1.5 | D | Â |
Stock Options (right to buy) | Â (2) | 12/14/2014 | Common Stock | 33,334 | $ 1.5 | D | Â |
Stock Options (right to buy) | Â (3) | 06/12/2015 | Common Stock | 20,000 | $ 1.5 | D | Â |
Stock Options (right to buy) | Â (4) | 06/21/2016 | Common Stock | 6,667 | $ 6.45 | D | Â |
Series B Preferred Stock | 12/12/2006 | Â (9) | Common Stock | 22,291 | $ (5) | I | See Footnote 7 (7) |
Series B Warrants | 12/12/2006 | 04/01/2008 | Common Stock | (6) | $ (6) | I | See Footnote 7 (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHILD MICHAEL C JOHN HANCOCK TOWER 200 CLARENDON ST. 56TH FLOOR BOSTON, MA 02116 |
 X |  |  |  |
Michael C. Child | 12/12/2006 | |
**Signature of Reporting Person | Date | |
By: Thomas P. Alber, Attorney-in-Fact | 12/12/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | 8,334 of such options were immediately exercisable and the remaining options became exercisable in three equal installments of 8,333 shares beginning on 12/29/02 |
(2) | The option was exercisable immediately. |
(3) | The option is exercisable in four equal installments of 5,000 shares. The first installment became exercisable on 6/12/2006. |
(4) | The option is exercisable in four equal installments of 1,667 shares. The first installment became exercisable on 6/21/2007. |
(5) | The number of shares of Common Stock is subject to adjustment based upon the initial public offering price in connection with the issuer's initial public offering. |
(6) | The number of shares of Common Stock underlying the warrants is indeterminate and will be determined based upon the initial public offering price of the Common Stock in connection with the issuer's initial public offering. |
(7) | The reporting person may be deemed to have an indirect pecuniary interest as a member of TA Investors LLC in shares of Series B Preferred Stock that will convert into 22,291 shares of Common Stock. The number of shares of Common Stock is subject to adjustment based upon the initial public offering price in connection with the issuer's initial public offering. The reporting person disclaims beneficial ownership of such securities except to the extent of the shares of Series B Preferred Stock as to which he holds a pecuniary interest. |
(8) | The reporting person may be deemed to have an indirect pecuniary interest as a member of TA Investors LLC in the Series B Warrants. The number of shares of Common Stock underlying the warrants is indeterminate and will be determined based upon the initial public offering price of the Common Stock in connection with the issuer's initial public offering. The reporting person disclaims beneficial ownership of such securities except to the extent of the Series B Warrants as to which he holds a pecuniary interest. |
(9) | N/A |
 Remarks: The Reporting Person has a representative on the issuer's board of directors.  Michael Child currently serves as the Reporting Person's representative on the board of directors and the Reporting Person is deemed a director of the issuer by deputization. |