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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 | ||||||||
| Subscription Rights (Right to Buy) | $ 10.77 (1) | 04/08/2010 | X | 75,350 (4) | 03/24/2010 | 04/23/2010 | Common Stock | 25,116 (4) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GROSS WILLIAM H C/O PIMCO 840 NEWPORT CENTER DRIVE, SUITE 100 NEWPORT BEACH, CA 92660 |
See Remarks | |||
| /s/ Michael Flaherty, Attorney-in-Fact for William H. Gross | 04/08/2010 | |
| **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) | The subscription price will be determined based upon a formula equal to 90% of the average of the last reported sale prices of the Issuer's common shares on the NYSE on April 23, 2010 (the "Expiration Date") and on each of the four preceding trading days (the "Formula Price"). If, however, the Formula Price is less than 80% of the Issuer's net asset value per common share on the Expiration Date, then the subscription price will be 80% of the Issuer's net asset value per common share on that day. Rights holders may not know the subscription price at the time of exercise and will be required initially to pay for both the common shares subscribed for pursuant to the primary subscription and, if eligible, any additional common shares subscribed for pursuant to the over-subscription privilege at the estimated subscription price of $10.77 per common share. |
| (2) | Represents 1,000,000 shares subscribed for by the Reporting Person pursuant to an over-subscription privilege under the rights offering referenced herein. Shareholders as of the rights offering's record date ("Record Date Shareholders") who exercised all rights issued to them were entitled to subscribe for additional common shares at the subscription price. If sufficient common shares are not available to honor all over-subscription requests, available common shares will be allocated pro rata among the Record Date Shareholders who over-subscribe, based on the number of rights issued to them by the Issuer on the record date. |
| (3) | Record Date Shareholders who exercise all rights issued to them (other than those rights that cannot be exercised because they represent the right to acquire less than one share) are entitled to subscribe for additional shares at the same subscription price pursuant to the over-subscription privilege, subject to certain limitations and subject to allotment as noted in Footnote 2. |
| (4) | The subscription rights entitle the holder to purchase one new common share for every three rights held (1-for-3). |
| Remarks: Mr. Gross is Portfolio Manager of the Issuer. Mr. Gross is the Co-Chief Information Officer of Pacific Investment Management Company LLC (PIMCO) and is a member of PIMCO's Executive Committee. PIMCO serves as sub-adviser for the Issuer. | |