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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NLBDIT 2010 SERVICES, LLC C/O SUNRISE SECURITIES CORP. 600 LEXINGTON AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
 |  |  | former 10% owner |
NATHAN LOW 2008 IRREVOCABLE TRUST C/O SUNRISE SECURITIES CORP. 600 LEXINGTON AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
 |  |  | former 10% owner |
LOW NATHAN A C/O SUNRISE SECURITIES CORP. 600 LEXINGTON AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
 |  |  | former 10% owner |
/s/ Samir Masri, Manager of NLBDIT 2010 Services LLC | 02/14/2013 | |
**Signature of Reporting Person | Date | |
/s/ Nathan A. Low, Trustee of The Nathan Low 2008 Irrevocable Trust | 02/14/2013 | |
**Signature of Reporting Person | Date | |
/s/ Nathan A. Low | 02/14/2013 | |
**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 August 29, 2013, the issuer repurchased 5,000,000 shares of common stock for an aggregate purchase price of $60,000 from NLBDIT 2010 Services, LLC (the "Reporting Person") in connection with a change in control transaction. |
(2) | Represents the shares of common stock owned of record by the Reporting Person and beneficially by The Nathan Low 2008 Irrevocable Trust ("Low Trust"). The Low Trust owns 100% of the outstanding membership interests of the Reporting Person and may be deemed to beneficially own the shares of common stock held of record by the Reporting Person. |
(3) | Represents the shares of Common Stock owned of record by the Reporting Person and beneficially by Nathan A. Low. Mr. Low is the family trustee of the Low Trust and has voting and dispositive control over any securities owned of record or beneficially by the Low Trust. Therefore, Mr. Low may be deemed to beneficially own the shares of common stock held by the Reporting Person. |