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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 | $ 0.11 | 01/21/2011 | P | 1,111,111 | (1) | 01/21/2016 | Common Stock | 1,111,111 | (2) | 1,111,111 | I | See Footnote (3) | |||
Warrant | $ 0.11 | 01/21/2011 | A | 3,959,894 | (1) | 01/21/2016 | Common Stock | 3,959,894 | $ 0 | 3,959,894 | I | See Footnote (3) | |||
Secured Convertible Promissory Note | $ 0.09 | 01/21/2011 | P | 1,111,111 | (1) | 12/20/2011 | Common Stock | 1,111,111 | (2) | 1,111,111 | I | See Footnote (3) | |||
Option to purchase Notes and Warrants | (4) | 01/21/2011 | P | 0 (4) | (1) | 06/30/2011 | Common Stock | 0 (4) | (4) | 0 (4) | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SILVER JACK 80 COLUMBUS CIRCLE, PH76A NEW YORK, NY 10023 |
X | X |
/s/ Jack Silver | 01/24/2011 | |
**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) | Immediately. |
(2) | The Warrant and the Secured Convertible Promissory Note were purchased for an aggregate amount of $100,000.00 |
(3) | Held by Hilltop Holding Company LP, a limited partnership of which Mr. Silver is a general partner. |
(4) | Pursuant to an Agreement with United Energy Corp., dated January 21, 2011, Hilltop Holding Company L.P. may purchase at its option: (a) additional Secured Convertible Notes in the principal amount of up to $100,000.00 (the "Additional New Notes"), and (b) for each $10,000.00 of Additional New Notes purchased, additional Warrants to purchase 111,111 shares of the Company's Common Stock at an initial exercise price of $0.11 per share, for an aggregate purchase price equal to the principal amount of the Additional New Notes purchased. The Additional New Notes will be convertible at $0.09 per share. |