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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 | ||||||||
Restricted Stock Units | (1) | 06/22/2012 | A | 4,000 | (2) | (2) | Common Stock | 4,000 | $ 0 | 4,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 1.91 | 06/22/2012 | A | 8,000 | (3) | 06/21/2022 | Common Stock | 8,000 | $ 0 | 8,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WAITE CHARLES P JR C/O OVP VENTURE PARTNERS 1010 MARKET STREET KIRKLAND, WA 98033 |
X | X |
/s/ Maureen Monahan, Attorney in Fact for Mr. Waite | 06/26/2012 | |
**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) | Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
(2) | The restricted stock units vest in three successive and equal annual installments measured from June 22, 2012, subject to the reporting Person's continued employment or service relationship with the Issuer on each of the vesting dates. Such restricted stock units include a change of control provision such that all unvested awards will immediately vest and become exercisable in connection with a change of control of Issuer. |
(3) | The shares subject to the option will vest in 36 successive and equal monthly installments measured from June 22, 2012, such that 100% of the shares subject to the option will be fully vested on the third anniversary of June 22, 2012, subject to the Reporting Person's continued employment or service relationship with the Issuer on each of the vesting dates. Such option includes a change of control provision such that all unvested shares will immediately vest and become exercisable in connection with a change of control of Issuer. |