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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 | ||||||||
| Non-qualified Stock Option (right to buy) | $ 0.57 | 02/01/2008 | A(1) | 100,000 (1) | 02/01/2008 | 02/01/2018 | Common Stock | 100,000 (1) | $ 0.57 | 100,000 (1) (2) (3) | I (2) (3) | See Footnotes | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PERSEUS PARTNERS VII L P C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON, DC 20006 |
X | X | ||
| PEARL FRANK H C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON, DC 20006 |
X | |||
| /s/ Teresa Y. Bernstein, Secretary and Treasurer + | 02/12/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Teresa Y. Bernstein, Attorney-In-Fact for Frank H. Pearl | 02/12/2008 | |
| **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) | On February 1, 2008, the Issuer granted to Mr. Fox in his capacity as a director of the Issuer, non-qualified stock options to buy 100,000 shares of the Issuer's common stock with an exercise price of $0.57 per share. These options vested at the time of the grant. The Issuer granted these stock options to Mr. Fox under the Issuer's 2008 Board of Director's Compensation program. Mr. Fox was nominated as a director of the Issuer by Perseus Partners VII, L.P. ("Perseus VII"), pursuant to its rights under a Securities Purchase Agreement, dated May 10, 2007, between Perseus VII and the Issuer. As a result of this director representation, Perseus VII is deemed to be a director of the Issuer by deputization. All securities issued to Mr. Fox in his capacity as a director of the Issuer are held by him as a nominee of Perseus VII. Mr. Fox disclaims beneficial ownership of all such securities, except to the extent he may have any pecuniary interest therein. |
| (2) | In addition to the non-qualified stock options reported on this Form 4, Perseus VII holds directly for its own account, (a) three senior secured convertible promissory notes in an aggregate amount of $15,668,659.69, which are convertible into 27,488,876 shares of the Issuer's common stock, as reported on a Form 4 filed on August 28, 2007, a Form 4 filed on October 2, 2007 and a Form 4 filed on January 2, 2008 and (b) warrants granting it the right to purchase up to an aggregate amount of 42,944,165 shares of the common stock of the Issuer, as reported on a Form 3 filed on June 11, 2007 and a Form 4 filed on August 28, 2007. Perseus VII holds indirectly 16,715 shares of restricted stock of the Issuer and non-qualified stock options in an aggregate amount of 22,800 options to acquire 22,800 shares of the Issuer's common stock granted by the Issuer to individuals nominated by Perseus VII to serve as directors of the Issuer as reported on a Form 4 filed on January 24, 2008...(Continued) |
| (3) | (Continued from last footnote)...Perseus VII is a Delaware limited partnership. Its general partner is Perseus Partners VII GP, L.P., a Delaware limited partnership. Perseus Partners VII GP, L.L.C., a Delaware limited liability company, is the general partner of Perseus Partners VII GP, L.P. The sole member of Perseus Partners VII GP, L.L.C. is Perseus, L.L.C., a Delaware limited liability company. Perseuspur, L.L.C., a Delaware limited liability company, is the managing member of Perseus, L.L.C. Frank H. Pearl, individually, owns 72.7% of Perseuspur, L.L.C. He also is the sole director and sole shareholder of Rappahannock Investment Company, a Delaware corporation, which in turn owns the remaining 27.3% of Perseuspur, L.L.C. By virtue of such control, Mr. Pearl may be deemed to have beneficial ownership of any shares or other securities that may be issued to Perseus VII and individuals nominated by Perseus VII who serve as directors of the Issuer. |
| Remarks: + Ms. Bernstein is signing in her capacity as Secretary and Treasurer of Perseus Partners VII GP, L.L.C., which is the general partner of Perseus Partners VII GP, L.P., which is the general partner of Perseus Partners VII, L.P. ("Perseus VII"). | |