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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 Convertible Preferred Stock | (2) | 04/27/2010 | C | 168,621 | (4) | (4) | Common Stock | 168,621 | $ 0 | 0 | I | By CID Equity Fund V Liquidating Trust (1) | |||
| Series B Convertible Preferred Stock | (2) | 04/27/2010 | C | 181,278 | (4) | (4) | Common Stock | 181,278 | $ 0 | 0 | I | By CID Equity Fund V Liquidating Trust (1) | |||
| Series A Convertible Preferred Stock | (2) | 04/27/2010 | C | 82,102 | (4) | (4) | Common Stock | 82,102 | $ 0 | 0 | I | By CID Mezzanine Capital, L.P. (3) | |||
| Series B Convertible Preferred Stock | (2) | 04/27/2010 | C | 1,252,962 | (4) | (4) | Common Stock | 1,252,962 | $ 0 | 0 | I | By CID Mezzanine Capital, L.P. (3) | |||
| Series C Convertible Preferred Stock | (2) | 04/27/2010 | C | 240,765 | (4) | (4) | Common Stock | 240,765 | $ 0 | 0 | I | By CID Mezzanine Capital, L.P. (3) | |||
| Stock Option (Right to Buy) | $ 12 | 04/27/2010 | A | 16,020 | (5) | 04/26/2020 | Common Stock | 16,020 | $ 0 | 16,020 | D (6) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cobb Steve A. C/O CID CAPITAL 201 WEST 103RD STREET, SUITE 200 INDIANAPOLIS, IN 46280 |
X | X | ||
| /s/ Ryan R. Miske, attorney in fact | 04/29/2010 | |
| **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) | Represents securities held directly by CID Equity Fund V Liquidating Trust. CID Equity Partners V is the trustee of the CID Equity Fund V Liquidating Trust and Aplin Partners, LLC is the general partner of CID Equity Partners V. The reporting person is a representative to an advisory board that affects the voting and disposition of the shares. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (2) | The securities converted into the Issuer's Common Stock at a rate of one-for-one. |
| (3) | Represents securities held directly by CID Mezzanine Capital, L.P, which is managed by CID Mezzanine Partners, L.P. The reporting person is a representative to an advisory board that affects the voting and disposition of the shares. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (4) | The securities do not have an expiration date. Each share of Series A, Series B and Series C Convertible Preferred Stock automatically converted into shares of Common Stock in connection with the closing of the Issuer's initial public offering on April 27, 2010. Prior to its conversion into the Issuer's Common Stock, the Series A, Series B and Series C Convertible Preferred Stock was convertible at any time at the option of the holder. |
| (5) | This Option vests as to 1/36th of the Shares subject to this Option upon completion of each additional month of service commencing on May 27, 2010. |
| (6) | The reporting person holds this Option for the sole benefit of CID Capital, Inc. |