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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 A Preferred Stock | (1) | 12/24/2007 | C | 450,000 | (1) | (1) | Common Stock | 450,000 | $ 0 | 0 | D (2) (4) | ||||
Series F Preferred Stock | (1) | 12/24/2007 | C | 2,123,500 | (1) | (1) | Common Stock | 2,502,923 | $ 0 | 0 | D (2) (4) | ||||
Series H Preferred Stock | (1) | 12/24/2007 | C | 485,436 | (1) | (1) | Common Stock | 485,436 | $ 0 | 0 | D (2) (4) | ||||
Series A Preferred Stock | (1) | 12/24/2007 | C | 450,000 | (1) | (1) | Common Stock | 450,000 | $ 0 | 0 | D (3) (4) | ||||
Series F Preferred Stock | (1) | 12/24/2007 | C | 2,123,500 | (1) | (1) | Common Stock | 2,502,923 | $ 0 | 0 | D (3) (4) | ||||
Series H Preferred Stock | (1) | 12/24/2007 | C | 485,436 | (1) | (1) | Common Stock | 485,436 | $ 0 | 0 | D (3) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
David Ferris Ellison Trust 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596 |
X | |||
Margaret Elizabeth Ellison Trust 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596 |
X | |||
SIMON PHILIP B 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596 |
X | |||
LUCAS DONALD L 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596 |
X |
Philip B. Simon and Donald L. Lucas, Co-Trustees of the David Ferris Ellison Trust | 03/31/2008 | |
**Signature of Reporting Person | Date | |
Philip B. Simon and Donald L. Lucas, Co-Trustees of the Margaret Elizabeth Ellison Trust | 03/31/2008 | |
**Signature of Reporting Person | Date | |
Philip B. Simon | 03/31/2008 | |
**Signature of Reporting Person | Date | |
Donald L. Lucas | 03/31/2008 | |
**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) | Common Stock was received upon automatic conversion of each series of Preferred Stock upon the consummation of the Issuer's initial public offering. As provided in the Issuer's Certificate of Incorporation at the time of effectiveness of its initial public offering, the ratio for conversion of the Series A Preferred Stock and the Series H Preferred Stock to Common Stock was 1:1, and the ratio for conversion of the Series F Preferred Stock to Common Stock was 1:1.786783. |
(2) | Shares are held directly by the David Ferris Ellison Trust. |
(3) | Shares are held directly by the Margaret Elizabeth Ellison Trust. |
(4) | Philip B. Simon and Donald L. Lucas are co-trustees of the David Ferris Ellison Trust and of the Margaret Elizabeth Ellison Trust. As co-trustees, Mr. Simon and Mr. Lucas share voting and dispositive power over the shares held by the two trusts, equivalent in the aggregate to 6,876,718 shares of Common Stock of the Issuer. Neither Mr. Simon nor Mr. Lucas has any pecuniary interest in any of the shares of the Issuer held by the two trusts. |
Remarks: All of the filing persons disclaim beneficial ownership of any shares of the Issuer's capital stock, except to the extent of their pecuniary interest. All of the filing persons disclaim that they are a "group" for purposes of Regulation 13D. |