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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 | ||||||||
Preferred Stock Series B | (1) | 02/14/2005 | C | 887,193 | (9) | (9) | Common Stock | 141,766 | (1) | 0 | D | ||||
Preferred Stock Series B | (1) | 02/14/2005 | C | 8,771,930 | (9) | (9) | Common Stock | 1,417,663 | (1) | 0 | I | See Footnotes (3) (6) (7) (8) | |||
Preferred Stock Series C | (1) | 02/14/2005 | C | 11,695,906 | (9) | (9) | Common Stock | 1,417,663 | (1) | 0 | I | See Footnotes (4) (6) (7) (8) | |||
Preferred Stock Series E | (1) | 02/14/2005 | C | 33,404 | (9) | (9) | Common Stock | 4,048 | (1) | 0 | D | ||||
Preferred Stock Series E | (1) | 02/14/2005 | C | 668,352 | (9) | (9) | Common Stock | 81,009 | (1) | 0 | I | See Footnotes (5) (6) (7) (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SOUTHEASTERN TECHNOLOGY FUND LP 207 EAST SIDE SQUARE HUNTSVILLE, AL 35801 |
X | |||
Southeastern Capital Co. II, L.L.C. 207 EAST SIDE SQUARE HUNTSVILLE, AL 35801 |
X | |||
Southeastern Capital Co., L.L.C. 207 EAST SIDE SQUARE HUNTSVILLE, AL 35801 |
X | |||
Southeastern Management Co., L.L.C. 207 EAST SIDE SQUARE HUNTSVILLE, AL 35801 |
See Footnotes 7 and 8 | |||
STF PARTNERS II LP 207 EAST SIDE SQUARE HUNTSVILLE, AL 35801 |
X | |||
STF PARTNERS QP II L P 207 EAST SIDE SQUARE HUNTSVILLE, AL 35801 |
X | |||
STF INSTITUTIONAL PARTNERSHIP II L P 207 EAST SIDE SQUARE HUNTSVILLE, AL 35801 |
X |
Southeastern Technology Fund, LP By: Southeastern Capital Co., LLC By: /s/ Chirs H. Horgen, Senior Managing Partner | 02/16/2005 | |
**Signature of Reporting Person | Date | |
Southeastern Capital Co. II, LLC By: /s/ Chirs H. Horgen, Senior Managing Partner | 02/16/2005 | |
**Signature of Reporting Person | Date | |
Southeastern Capital Co., LLC By: /s/ Chirs H. Horgen, Senior Managing Partner | 02/16/2005 | |
**Signature of Reporting Person | Date | |
Southeastern Management Co., LLC By: /s/ Chirs H. Horgen, Senior Managing Partner | 02/16/2005 | |
**Signature of Reporting Person | Date | |
STF Partners II, LP By: Southeastern Capital Co. II, LLC By: /s/ Chirs H. Horgen, Senior Managing Partner | 02/16/2005 | |
**Signature of Reporting Person | Date | |
STF Partners QP II, LP By: Southeastern Capital Co. II, LLC By: /s/ Chirs H. Horgen, Senior Managing Partner | 02/16/2005 | |
**Signature of Reporting Person | Date | |
STF Institutional Partners II, LP By: Southeastern Capital Co. II, LLC By: /s/ Chirs H. Horgen, Senior Managing Partner | 02/16/2005 | |
**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) | Upon the closing of the Issuer's public offering, the Preferred Stock Series B converted on a 0.1616:1 basis, the Preferred Stock Series C converted on a 0.1212:1 basis, and the Preferred Stock Series E converted on a 0.1212:1 basis. |
(2) | Common Stock: STF Partners II, LP ("STFP") beneficially owns 696,073 shares; STF Partners QP II, LP ("STFQP") beneficially owns 343,382 shares, and STF Institutional Partners II, LP ("STFIP") beneficially owns 1,876,880 shares. |
(3) | Preferred Stock Series B: STFP beneficially owns 2,093,694 shares; STFQP beneficially owns 1,032,846 shares; and STFIP beneficially owns 5,645,390 shares. |
(4) | Preferred Stock Series C: STFP beneficially owns 2,791,592 shares; STFQP beneficially owns 1,377,128 shares; and STFIP beneficially owns 7,527,186 shares. |
(5) | Preferred Stock Series E: STFP beneficially owns 159,523 shares; STFQP beneficially owns 78,695 shares; and STFIP beneficially owns 430,134 shares. |
(6) | Southeastern Capital Co., LLC ("SCC") is the general partner of Southeastern Technology Fund, LP ("SETF"), and owns a 1% equity and voting interest in SETF. Southeastern Capital Co. II, LP ("SCCII") is the general partner of STFIP, STFP, and STFQP, and owns a 0.9900% equity and voting interest in each of STFP, STFIP, and STFQP. |
(7) | Southeastern Management Co., LLC ("SMC") provides investment advisory and administrative services to SETF, STFP, STFIP, STFQP, SCC and SCCII. |
(8) | SCC and SCCII, as the general partners of SETF; STFP; STFIP; and STFQP, and SMC, as the investment advisor for SETF; STFP; STFIP; STFQP; SCC; and SCCII, may each be deemed to hold voting and investment power for the shares held by the foregoing funds. SCC, SCCII and SMC disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein. |
(9) | These shares were immediately exercisable. They had no expiration date. |