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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 | ||||||||
Warrant | $ 0.5 (1) | 04/30/2005 | J(2) | 256,180 | 05/01/2005 | 07/30/2009 | Common Stock | 256,180 | $ 0 | 13,209,125 | I | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FRIDDELL GUY R III 150 W BRAMBLETON AVE C/O LANDMARK COMMUNICATIONS INC NORFOLK, VA 23510 |
X | |||
QUIST KARL B 150 W BRAMBLETON AVE C/O LANDMARK COMMUNICATIONS INC NORFOLK, VA 23510 |
X | |||
ALSTON MICHAEL W C/O LANDMARK COMMUNICATIONS INC 150 W. BRAMBLETON AVE NORFOLK, VA 23510 |
X | |||
Fiveash Joseph G III C/O THE WEATHER CHANNEL INTERACTIVE, INC 300 INTERSTATE NORTH PARKWAY ATLANTA, GA 30339 |
X |
Guy R. Friddell, III | 05/02/2005 | |
**Signature of Reporting Person | Date | |
Karl B. Quist | 05/02/2005 | |
**Signature of Reporting Person | Date | |
Michael W. Alston | 05/02/2005 | |
**Signature of Reporting Person | Date | |
Joseph G. Fiveash, III | 05/02/2005 | |
**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) | Increases to $0.75 after July 31, 2005 if not sooner exercised. |
(2) | Under the terms of an Amended and Restated Loan Agreement dated as of July 30, 2001, as amended (the "Loan Agreement"), between the Issuer and Landmark Communications, Inc. ("Landmark") and a Common Stock Purchase Warrant issued to Landmark by the Issuer on November 12, 2001, interest on the loan outstanding under the Loan Agreement compounded on April 30, 2005, which, in turn, resulted in the grant to Landmark of warrants to purchase up to an additional 256,180 shares of the Issuer's Common Stock, par value $0.001 per share (such warrants being reported herein). |
(3) | Landmark owns the warrants reported herein. Messrs. Friddell, Quist, Fiveash and Alston (members of the Board of Directors of the Issuer) are each employees of Landmark and/or its affiliates and, as such, may each be deemed to have an indirect pecuniary interest (within Rule 16a-1 of the Exchange Act) in an indeterminate portion of the warrants owned by Landmark and reported herein. Each of Messrs. Friddell, Quist, Fiveash and Alston disclaims beneficial ownership of all such warrants except to the extent of his respective indirect pecuniary interest therein, if any. |