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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 | ||||||||
Stock Option (Right to Buy) | $ 1.53 | 07/09/2007 | A | 3,000,000 | 07/09/2008 | (4) | Common Stock | 3,000,000 | $ 0 | 3,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARTUSI DANIEL A 4000 MACARTHUR BLVD. NEWPORT BEACH, CA 92660 |
X | President and CEO |
By: Terri Aprati, Attorney-in-fact | 07/10/2007 | |
**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 Performance Vested Restricted Stock Unit (PV RSU) represents the right to receive one share of common stock. One-third of the PV RSUs will vest if the Company's common stock sustains an average closing price of $3.00 over a 60 calendar day period; one-third will vest if the Company's common stock sustains an average closing price of $4.50 over a 60 calendar period; and one-third will vest if the Company's common stock sustains an average closing price of $6.00 over a 60 day calendar period. Any unvested portion of the PV RSUs will be forfeited after five years. In the event of a change of control of the Company; if not already vested, one-third of the PV RSUs will vest if the closing price of the Company's common stock (or the price per share in the corporate transaction that constitutes the change of control) on the date of such change of control is at least $3.00, an additional one-third will vest if such price is $4.50; an additional one-third will vest if such price is $6. |
(2) | Each Time Vested Restricted Stock Unit (TV RSU) represents the right to receive one share of common stock. The 1,000,000 TV RSUs will vest in three equal installments on July 9, 2008, 2009 and 2010. In the event of a change of control of the Company, any unvested TV RSUs will become fully vested. |
(3) | The 500,000 TV RSUs will vest on July 9, 2008. In the event of a change of control of the Company, any unvested TV RSUs will become fully vested. |
(4) | The Stock Options will become exercisable in three equal installments on July 9, 2008, 2009 and 2010. In the event of a change in control of the Company, any unvested Stock Options will become fully vested. The Stock Options expire July 9, 2015. |