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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 | ||||||||
Warrants (Right to Buy) | $ 3.83 | 11/21/2005 | X | 19,557 | (3) | 07/23/2012 | Common Stock | 19,557 | $ 3.83 | 58,671 | I | By OneShield Inc. (1) (4) | |||
Warrants (Right to Buy) | $ 3.83 | (3) | 07/23/2012 | Common Stock | 443,292 | 443,292 | I | By FireMark Partners (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GUJRAL INDER JEET 120 WEST 87TH NEW YORK, NY 10024 |
X |
Alexis S. Oster, Power of Attorney for Reporting Person | 11/22/2005 | |
**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) | These securities are owned of record by OneShield Inc. of which the Reporting Person is a stockholder and the Chairman of the Board. Accordingly, the Reporting Person may be deemed to beneficially own these securities. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein. |
(2) | Payment of exercise price of warrants by withholding of securities by the issuer. |
(3) | 25% of the warrants originally issued became exercisable in 12 equal monthly installments beginning on August 23, 2002 and 75% become exercisable based upon future services and performance by FireMark Partners LLC. |
(4) | These warrants (options) were distributed by FireMark Partners LLC to OneShield, Inc. in proportion to OneShield, Inc.'s investment in FireMark Partners LLC in a transaction exempt under Rule 16a-13. |
(5) | These securities are owned of record by FireMark Partners LLC of which the Reporting Person is a member. Accordingly, the Reporting Person may be deemed to beneficially own these securities. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein. |