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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Series B Convertible Preferred Stock | Â | 12/10/2013 | Â | P4 | 6,250 | Â | 12/10/2014 | Â (2) | Common Stock | $ 25,000 | 13,711 | Â | ||
Warrants | $ 0.3 | 12/10/2013 | Â | P4 | 29,167 | Â | 12/10/2013 | 12/10/2018 | Common Stock | (3) | 63,983 | Â | ||
Series B Convertible Preferred Stock | Â | 11/29/2013 | Â | J4 | 7,254 | Â | 11/29/2013 | Â (2) | Common Stock | $ 29,012.5 (4) | 13,711 | Â | ||
Warrants | $ 0.3 | 11/29/2013 | Â | J4 | 33,848 | Â | 11/29/2013 | 11/29/2018 | Common Stock | (4) | 63,015 | Â | ||
Series B Convertible Preferred Stock | Â | 11/29/2013 | Â | J4 | 207 | Â | 11/29/2013 | Â (2) | Common Stock | $ 829.61 (5) | 13,711 | Â | ||
Warrants | $ 0.3 | 11/29/2013 | Â | J4 | 968 | Â | 11/29/2013 | 11/29/2018 | Common Stock | (5) | 63,983 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wistreich Carl G 18552 MACARTHUR BLVD SUITE 325 IRVINE, CA 92612 |
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/s/ Carl Wistreich | 02/14/2014 | |
**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) | Each share of Series B Convertible Preferred Stock ("Series B Preferred") is convertible into 16 shares of the Issuer's common stock. |
(2) | The Series B Preferred has no expiration date. |
(3) | Warrants acquired as additional consideration for the Reporting Person's purchase of shares of Series B Preferred on December 10, 2013. |
(4) | On November 29, 2013, the Reporting Person cancelled an outstanding promissory note issued by the Issuer to the Reporting Person in the amount of $29,012.50, including principal and accrued interest, in exchange for the shares of Series B Preferred and warrants reported as acquired on the same date. |
(5) | On November 29, 2013, the Issuer reimbursed the Reporting Person for $829.61 worth of expenses incurred in shares of Series B and Warrants, rather than cash. |