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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 | |
Trellus Management Company, LLC 350 MADISON AVENUE, 9TH FLOOR NEW YORK, NY 10017 |
X | |||
TRELLUS PARTNERS LP 350 MADISON AVENUE, 9TH FLOOR NEW YORK, NY 10017 |
X | |||
Trellus Offshore Fund Ltd 350 MADISON AVENUE, 9TH FLOOR NEW YORK, NY 10017 |
X | |||
Usdan Adam C/O TRELLUS MANAGEMENT COMPANY, LLC 350 MADISON AVENUE, 9TH FLOOR NEW YORK, NY 10017 |
X |
/s/ Anthony G. Miller, Chief Financial Officer of Trellus Management Company, LLC | 12/07/2009 | |
**Signature of Reporting Person | Date | |
/s/ Anthony G. Miller, Chief Financial Officer of Trellus Partners, L.P. | 12/07/2009 | |
**Signature of Reporting Person | Date | |
/s/ Adam Usdan, Director of Trellus Offshore Fund Limited | 12/07/2009 | |
**Signature of Reporting Person | Date | |
/s/ Adam Usdan | 12/07/2009 | |
**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 3, 2009, Trellus Partners, L.P., a Delaware limited partnership ("TPLP") sold 30,000 shares of Common Stock short against the box and Trellus Offshore Fund Limited, a Cayman Islands limited liability company ("TOF") sold 15,000 shares of Common Stock short against the box. |
(2) | On December 3, 2009, following the reported transaction, TPLP owned 13,327,179 shares of Common Stock and held warrants to acquire 3,291,426 shares of Common Stock and TOF owned 6,534,432 shares of Common Stock and held warrants to acquire 1,377,758 shares of Common Stock. Trellus Management Company, LLC ("Trellus") and Mr. Usdan each beneficially owned the Common Stock and warrants owned by TPLP and TOF and in addition held indirect beneficial ownership of an additional 167,103 shares of Common Stock and additional warrants to acquire 33,879 shares of Common Stock. |
(3) | Trellus is the investment adviser to TPLP and TOF. Adam Usdan is the controlling principal and chief investment officer of Trellus. By reason of their investment discretion, Trellus and Mr. Usdan are reported herein as indirect beneficial owners of the securities held, acquired, and sold short against the box by TPLP and TOF (as described in footnotes (5) and (6)). |
(4) | Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
(5) | On December 4, 2009, TPLP sold 30,000 shares of Common Stock short against the box and TOF sold 15,000 shares of Common Stock short against the box. |
(6) | On December 4, 2009, following the reported transaction, TPLP owned 13,297,179 shares of Common Stock and held warrants to acquire 3,291,426 shares of Common Stock and TOF owned 6,519,432 shares of Common Stock and held warrants to acquire 1,377,758 shares of Common Stock. Trellus and Mr. Usdan each beneficially owned the Common Stock and warrants owned by TPLP and TOF and in addition held indirect beneficial ownership of an additional 167,103 shares of Common Stock and additional warrants to acquire 33,879 shares of Common Stock. |