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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 | ||||||||
| Series B Preferred | (4) | (4) | (4) | Common Stock | 133,333 | 4,000 | I | By GFLLC (2) | |||||||
| Series B Preferred | (4) | (4) | (4) | Common Stock | 533,333 | 16,000 | I | By SBL (3) | |||||||
| Series D Preferred | (5) | (5) | (5) | Common Stock | 250,000 | 1,000,000 | I | By SBL (3) | |||||||
| Promissory Note | (6) | (6) | (6) | Common Stock | 4,000 | 1 | I | By Spouse | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOLSEN SYLVIA H 16 SOUTH PENNSYLVANIA AVENUE OKLAHOMA CITY, OK 73107 |
X | |||
| Jack E. Golsen, Attorney-In-Fact | 02/21/2008 | |
| **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) | These shares are held by 10 trusts established for the benefit of the children, grandchildren and a great-grandchild (the "Trusts") of the reporting person and the reporting person's spouse, Jack E. Golsen, of which the reporting person's spouse is the sole trustee. The amount shown is the aggregate number of shares held in the Trusts. The reporting person possesses no voting or dispositive power over the Issuer securities held in the Trusts, and holds no pecuniary interest in the securities held by the Trusts and disclaims beneficial ownership of the shares held in the Trusts. |
| (2) | Golsen Family LLC ("GFLLC") is owned by the reporting person's spouse, Jack E. Golsen, chief executive officer and chairman of the board of the Issuer, through his revocable trust (45.923%), the reporting person, Sylvia Golsen through her revocable trust (45.923%), her sons, Barry H. Golsen, director and the president of the Issuer (2.718%), and Steven J. Golsen, executive officer of a subsidiary of the Issuer (2.718%), and her daughter (2.718%). The reporting person disclaims beneficial ownership of the Issuer securities held by GFLLC, except to the extent of her pecuniary interest therein. |
| (3) | SBL, LLC ("SBL") is owned by GFLLC (49% owner), Barry Golsen (17% owner), Steven Golsen (17% owner), and the reporting person's daughter (17% owner). Golsen Petroleum Corporation ("GPC") is a wholly owned subsidiary of SBL. The amount shown in Table I includes 1,512,099 shares owned by SBL and 283,955 shares owned directly by GPC, and the amount shown in Table II includes 12,000 shares of the Issuer's Series B Preferred owned by SBL and 4,000 shares of the Issuer's Series B Preferred owned directly by GPC. Voting and dispositive power over the securities held by SBL and GPC is possessed by the reporting person's spouse, Jack E. Golsen, who is the chief executive officer and chairman of the board of the Issuer, and the reporting person's son, Barry H. Golsen, a director and the president of the Issuer. The reporting person disclaims beneficial ownership of the Issuer securities held by SBL, except to the extent of her pecuniary interest therein. |
| (4) | Each share of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder into 33.3333 shares of the Issuer's common stock. Each share is convertible as long as such is outstanding. |
| (5) | The Company's Series "D" 6% Cumulative, Convertible Class C Preferred Stock is convertible at the option of the holder into the Issuer's common stock at the rate of four shares of Preferred "D" for one share of common stock. Each share is convertible as long as such is outstanding. |
| (6) | The reporting person's spouse holds a note from the Issuer payable on demand and convertible, at the option of the holder, at the rate of $2.00 for each share of common stock. The principal amount of the note is $8,000. |