UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 15,947,601 (1) | $ (1) | D (3) | Â |
Series D Convertible Preferred Stock | Â (2) | Â (2) | Common Stock | 1,477,161 (2) | $ (2) | D (3) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FW Oak Hill Accretive Healthcare Investors, L.P. 201 MAIN STREET SUITE 3100 FORT WORTH, TX 76102 |
 |  X |  |  |
GROUP VI 31 LLC 201 MAIN STREET SUITE 3100 FORT WORTH, TX 76102 |
 |  X |  |  |
CRANDALL J TAYLOR 2775 SAND HILL ROAD SUITE 220 MENLO PARK, CA 94025 |
 |  X |  |  |
J. Taylor Crandall, President of Group VI 31, LLC, general partner of FW Oak Hill Accretive Healthcare Investors, L.P. | 05/19/2010 | |
**Signature of Reporting Person | Date | |
J. Taylor Crandall, President of Group VI 31, LLC | 05/19/2010 | |
**Signature of Reporting Person | Date | |
J. Taylor Crandall | 05/19/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 Series A Convertible Preferred Stock is immediately convertible into the Issuer's common stock on a 1,201.5069 for one basis and has no expiration date. Each share of Series A Convertible Preferred Stock will automatically convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering. |
(2) | The Series D Convertible Preferred Stock is immediately convertible into the Issuer's common stock on a 3.92 for one basis and has no expiration date. Each share of Series D Convertible Preferred Stock will automatically convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering. |
(3) | Group VI 31, LLC ("Group VI 31") is the sole general partner of FW Oak Hill Accretive Healthcare Investors, L.P. (the "Oak Hill Partnership"), which is the direct holder of the shares reported herein. J. Taylor Crandall ("Crandall") is the sole member and President of Group VI 31 and a limited partner of the Oak Hill Partnership. Crandall and Group VI 31 disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. The shares reported herein do not include 402,157 shares of common stock that the Oak Hill Partnership has elected to receive in satisfaction of the liquidation preference payment that will be paid to the holders of the Issuer's preferred stock upon the closing of its initial public offering, assuming an initial public offering price of $15.00 per share. |