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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 | ||||||||
Option to Purchase Common Stock | $ 7.28 | 04/16/2006 | 04/16/2006 | A | 3,333 | 04/16/2006 | 04/16/2013 | Common Stock | 3,333 | $ 7.28 | 27,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FALK MICHAEL ONE NORTH CLEMATIS STREET, SUITE 300 WEST PALM BEACH, FL 33401 |
X | |||
PVC FUNDING PARTNERS LLC ONE NORTH CLEMATIS STREET SUITE 300 WEST PALM BEACH, FL 33401 |
X |
/s/Michael Falk | 12/20/2006 | |
**Signature of Reporting Person | Date | |
/s/ PVC Funding Partners, LLC | 12/20/2006 | |
**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) | On December 13, 2006, PVC Funding Partners, LLC ("PVC") instructed its transfer agent to distribute to PVC's affiliates 1,040,106 shares of common stock of the issuer (the "Common Stock") owned of record by PVC (representing all shares of Common Stock beneficially owned by PVC) (the "Distribution"). No additional consideration was paid by the affiliates to PVC in connection with such Distribution. PVC is managed by Commonwealth Associates, LP ("CA"), of which Mr. Falk is Chairman, and ComVest Venture Partners, LP ("ComVest Venture"), of which Mr. Falk is Managing Partner. ComVest Venture is a member of PVC. |
(2) | This number includes: (i) 19,932 shares of Common Stock owned of record by ComVest Group Holdings, LLC f/k/a Commonwealth Associates Group Holdings LLC ("CGH"), of which Mr. Falk is Chairman and principal member (see footnote 5); (ii) 553,150 shares of Common Stock held of record by ComVest Venture (see footnotes 1 and 3); (iii) 372,949 shares of Common Stock held of record by Mr. Falk (see footnotes 1 and 4); (iv) an aggregate of 27,500 shares of Common Stock issuable upon exercise of fully-vested warrants owned of record by Mr. Falk; and (v) an aggregate of 9,101 shares of Common Stock owned of record by Mr. Falk's wife, IRA, family foundation, and children. Due to Mr. Falk's association with each of the entities and individuals, Mr. Falk could be deemed to beneficially own all of the foregoing shares. Mr. Falk disclaims beneficial ownership of all of the shares listed in items (i) and (ii) that are beneficially owned by third-party investors in such entities, and M |
(3) | ComVest Venture, as a member of PVC, received 220,435 shares of Common Stock from PVC in the Distribution described in footnote 1. |
(4) | Mr. Falk, as a member of CGH, received 67,233 shares of Common Stock from CGH in connection with the Distribution described in footnote 1. |
(5) | CGH received 153,607 shares of Common Stock from PVC in the Distribution described in footnote 1, and immediately distributed such 153,607 shares of Common Stock to its members. |