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 B Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 773,755 | $ (1) | I | By CVC (2) |
Series B Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 365,808 | $ (1) | I | By Offshore (2) |
Series B Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 306,543 | $ (1) | I | By BSC (2) |
Series B Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 17,166 | $ (1) | I | By CVCP (2) |
Series C Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 1,034,100 | $ (1) | I | By CVC (2) |
Series C Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 488,891 | $ (1) | I | By Offshore (2) |
Series C Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 409,685 | $ (1) | I | By BSC (2) |
Series C Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 22,942 | $ (1) | I | By CVCP (2) |
Option (Right to Buy) | Â (3) | 12/31/2014 | Common Stock | 5,184 | $ 9.18 | I | By CVC (2) |
Option (Right to Buy) | Â (3) | 12/31/2014 | Common Stock | 2,451 | $ 9.18 | I | By Offshore (2) |
Option (Right to Buy) | Â (3) | 12/31/2014 | Common Stock | 2,053 | $ 9.18 | I | By BSC (2) |
Option (Right to Buy) | Â (3) | 12/31/2014 | Common Stock | 114 | $ 9.18 | I | By CVCP (2) |
Option (Right to Buy) | Â (4) | 12/31/2013 | Common Stock | 5,184 | $ 7.65 | I | By CVC (2) |
Option (Right to Buy) | Â (4) | 12/31/2013 | Common Stock | 2,451 | $ 7.65 | I | By Offshore (2) |
Option (Right to Buy) | Â (4) | 12/31/2013 | Common Stock | 2,053 | $ 7.65 | I | By BSC (2) |
Option (Right to Buy) | Â (4) | 12/31/2013 | Common Stock | 114 | $ 7.65 | I | By CVCP (2) |
Option (Right to Buy) | Â (5) | 12/31/2012 | Common Stock | 5,184 | $ 6.83 | I | By CVC (2) |
Option (Right to Buy) | Â (5) | 12/31/2012 | Common Stock | 2,451 | $ 6.83 | I | By Offshore (2) |
Option (Right to Buy) | Â (5) | 12/31/2012 | Common Stock | 2,053 | $ 6.83 | I | By BSC (2) |
Option (Right to Buy) | Â (5) | 12/31/2012 | Common Stock | 114 | $ 6.83 | I | By CVCP (2) |
Option (Right to Buy) | Â (6) | 12/31/2011 | Common Stock | 5,184 | $ 6.83 | I | By CVC (2) |
Option (Right to Buy) | Â (6) | 12/31/2011 | Common Stock | 2,451 | $ 6.83 | I | By Offshore (2) |
Option (Right to Buy) | Â (6) | 12/31/2011 | Common Stock | 2,053 | $ 6.83 | I | By BSC (2) |
Option (Right to Buy) | Â (6) | 12/31/2011 | Common Stock | 114 | $ 6.83 | I | By CVCP (2) |
Option (Right to Buy) | Â (7) | 12/31/2010 | Common Stock | 3,888 | $ 6.83 | I | By CVC (2) |
Option (Right to Buy) | Â (7) | 12/31/2010 | Common Stock | 1,838 | $ 6.83 | I | By Offshore (2) |
Option (Right to Buy) | Â (7) | 12/31/2010 | Common Stock | 1,540 | $ 6.83 | I | By BSC (2) |
Option (Right to Buy) | Â (7) | 12/31/2010 | Common Stock | 86 | $ 6.83 | I | By CVCP (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BEAR STEARNS ASSET MANAGEMENT INC 237 PARK AVENUE, 7TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
BEAR STEARNS COMPANIES INC 383 MADISON AVENUE NEW YORK, NY 10179 |
 |  X |  |  |
Constellation Ventures Management II, LLC 237 PARK AVENUE, 7TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
Friedman Clifford H C/O BEAR STEARNS ASSET MANAGEMENT, INC. 237 PARK AVENUE, 7TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
BSC EMPLOYEE FUND VI LP 237 PARK AVENUE, 7TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
CONSTELLATION VENTURE CAPITAL II LP 237 PARK AVENUE, 7TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
CVC II Partners, LLC 237 PARK AVENUE, 7TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
Constellation Venture Capital Offshore II, LP 237 PARK AVENUE, 7TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P. | 12/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P. | 12/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C. | 12/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P. | 12/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc. | 12/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC | 12/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc. | 12/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Clifford H. Friedman | 12/12/2007 | |
**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 convertible preferred stock is convertible at any time and will convert automatically into Common Stock immediately prior to the Issuer's initial public offering. Each 5.1 shares of preferred stock are convertible into one share of Common Stock. It has no expiration date. |
(2) | The Bear Stearns Companies, Inc. ("BSCI") is the sole managing member of Constellation Ventures Management II, LLC ("Management") and is the parent company of Bear Stearns Asset Management Inc. ("BSAM"). Mr. Clifford H. Friedman is a member of Management and a senior managing director of BSAM. Management is the sole managing general partner of The BSC Employee Fund VI, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). BSAM is the sole managing member of CVC II Partners, LLC ("CVCP") and is the investment adviser to BSC, CVC, Offshore and CVCP. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities. |
(3) | Option was granted on 5/17/07 and vests over 4 years in 16 quarterly installments. |
(4) | Option was granted on 4/27/06 and vests over 4 years in 16 quarterly installments. |
(5) | Option was granted on 3/24/05 and vests over 4 years in 16 quarterly installments. |
(6) | Option was granted on 3/31/04 and vests over 4 years in 16 quarterly installments. |
(7) | Option was granted on 2/10/03 and vests over 4 years in 16 quarterly installments. |