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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 | ||||||||
| 2006 Options | $ 22.35 | 01/26/2006 | A(1)(2)(6) | 25,000 | 07/14/2007 | 07/14/2010 | Class A Common Stock | 25,000 | (1) (2) (6) | 1,224,883 | D | ||||
| 2006 Options | $ 22 | 01/26/2006 | A(1)(2)(7) | 150,000 | 01/25/2009 | 01/25/2013 | Class A Common Stock | 150,000 | (1) (2) (7) | 1,224,883 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ells Steve 1543 WAZEE STREET, 200 DENVER, CO 80202 |
Chairman & CEO | |||
| /s/ Bryant S. "Corky" Messner | 02/23/2006 | |
| **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) | Effective January 31, 2006, immediately prior to the anticipated closing date of the Issuer's initial public offering ("IPO") of its class A common stock, par value $.01 per share (the "Class A Common Stock"), the Issuer will amend and restate its certificate of incorporation. |
| (2) | The amendment and restatement of the Issuer's Certificate of Incorporation will, among other things, (i) create two new classes of stock, the Class A Common Stock and the class B common stock, par value $.01 per share (the "Class B Common Stock"), which Class B Common Stock will be convertible into Class A Common Stock on a one-for-one basis, and (ii) reclassify each of the Issuer's then outstanding shares of Common Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock into one-third of one share of Class B Common Stock (the "Reclassification"). The Reclassification was structured to comply with Rules 16b-3 and 16b-7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The 2002 and 2003 Options and Option Exercise prices for Class A Common Stock reflect adjustments relating to the Reclassification. |
| (6) | Stock Appreciation Rights held by the reporting person were converted as of January 25, 2006 into options to purchase Class A Common Stock subject to Issuer's 2006 Stock Incentive Compensation Plan. The number of shares converted by the substituted options gives effect to the one-for-three reverse stock split described in Note 2 above. |
| (7) | Non-qualified stock option with grant date of January 25, 2006 subject to the closing of the Issuer's IPO and the Issuer's restatement of its certificate of incorporation effective January 31, 2006 as described in Note 1. |
| Remarks: The purpose of this Amended Form 4 as related to Note (6) is to correct a scrivener's error and show the correct Date Exercisable of 07/14/2007 and Expiration Date of 07/14/2010 of the Option (which corresponds to a previous Stock Appreciation Right Grant) that was converted to a Stock Option upon the Issuer's IPO. The purpose of this Amended Form 4 as related to Note (7) is to correct a scrivener's error and show the Date Exercisable of 01/25/2009, the Expiration Date of 01/25/2013 and the Exercise Price of $22.00 for the Non-qualified Stock Option. | |