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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 | ||||||||
| Series C Convertible Voting Perpetual Preferred Stock (1) | (2) | 02/25/2013 | P | 3,424.65 | 02/25/2013 | (3) | Common Stock (GIGA) | 342,465 | $ 146.0003 | 3,424.65 | D | ||||
| Warrant to Purchase Common Stock (right to buy) | $ 3.3 | 02/25/2013 | J | 342,465 (4) | 02/07/2012 | 08/07/2014 | Common Stock (GIGA) | 342,465 | $ 0 | 506,219 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ALARA CAPITAL AVI II, LLC PARKVIEW TOWER 1150 FIRST AVENUE, SUITE 600 KING OF PRUSSIA, PA 19406 |
X | |||
| By: /s/ Darren C. Wallis, Managing Member, Alara Capital AVI II, LLC | 02/25/2013 | |
| **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) | Pursuant to the terms of a Securities Purchase Agreement dated February 19, 2013 (the "SPA"), the Reporting Person purchased 3,424.65 shares of Series C Convertible Voting Perpetual Preferred Stock of the Issuer, convertible at any time at the option of the holder into 342,465 shares of common stock of the Issuer, based upon a purchase price of $1.46000321 per share of common stock (or $146.000321 per Series C preferred share), subject to customary adjustments. |
| (2) | 1 share of Series C Preferred Stock is convertible into 100 shares of Common Stock. |
| (3) | Perpetual. |
| (4) | In November 2011, the Reporting Person acquired a warrant to purchase 848,684 shares of the Issuer's common stock at the price of $3.30 per share (the "Warrant"), which became exercisable in full on February 7, 2012. Pursuant to the SPA, the Issuer and the Reporting Person agreed to terminate the Reporting Person's right to acquire 342,465 shares of the 848,684 shares underlying the Warrant. As a result, the Warrant as reissued (the "Amended Warrant") represents the right to acquire 505,219 shares of the Issuer's common stock at the price of $3.30 per share. The Amended Warrant will expire on August 7, 2014, if and to the extent not exercised earlier. |