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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 | ||||||||
Warrants to purchase Series B Convertible Preferred Stock | $ 5 | 07/19/2007 | X | 2,800,000 | 01/13/2005 | 01/13/2010 | Series B Convertible Preferred Stock | 2,800,000 | (5) | 5,483,000 | D | ||||
Series B Convertible Preferred Stock (6) | (2) | 07/19/2007 | X | 2,800,000 | 07/19/2007 | (2) | Common Stock | 2,800,000 | $ 5 | 7,300,000 | D | ||||
Series B Convertible Preferred Stock | (2) | 07/19/2007 | C | 7,300,000 | 07/19/2007 | (2) | Common Stock | 7,300,000 | $ 5 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Renova Media Enterprises Ltd. P.O. BOX N-7755 NASSAU, BAHAMAS |
X |
/s/ Evgenia Loewe, by power of attorney | 07/20/2007 | |
**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) | Issued prior to the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated February 21, 2007 by and among Renova Media Enterprises Ltd. ("RME"), the Issuer and Galaxy Merger Sub Corporation, RME's wholly-owned subsidiary the Merger, upon conversion of shares of Series B Convertible Preferred Stock of the Issuer previously held by RME and held as a result of the partial exercise of warrants to purchase Series B Convertible Preferred Stock as described in footnote (6), below. |
(2) | Each one share of Series B Convertible Preferred Stock is convertible at the election of the holder into one share of Common Stock of the Issuer for no additional consideration for so long as such share of Series B Convertible Preferred Stock is outstanding. |
(3) | Issued in connection with the conversion of 1,000 shares of Galaxy Merger Sub Corporation held by RME into 30,705,422 shares of the Issuer as the surviving corporation of the Merger. |
(4) | At the closing of the Merger, RME paid to the paying agent for the Merger for distribution to stockholders of the Issuer other than RME $12.90 per share of Common Stock of the Issuer and $39.4095 per share of Series A Cumulative Convertible Preferred Stock of the Issuer to obtain all of the outstanding equity securities of the Issuer that RME did not own immediately prior to the closing of the Merger. The Common Stock of the Issuer held by RME at the closing of the Merger was cancelled in connection with the Merger for no consideration. |
(5) | Acquired in connection with the Series B Convertible Preferred Stock Subscription Agreement between the Issuer and RME dated August 26, 2004. |
(6) | Issued prior to the Merger upon partial exercise of warrants to purchase Series B Convertible Preferred Stock of the Issuer previously held by the RME. |