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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 B Convertible Preferred Stock | (1) | 05/18/2010 | C | 298,628 (6) | (1) | (1) | Common Stock | 367,082 (1) | $ 0 | 0 | D (1) (3) (4) (6) | ||||
| Warrants | $ 8.37 | 05/18/2010 | J | 559,928 (7) | (8) | 12/11/2017 | Common Stock | 559,928 | $ 0 | 559,928 | D (3) (9) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Eos Capital Partners III L P 320 PARK AVENUE 9TH FLOOR NEW YORK, NY 10022 |
X | |||
| Eos Partners, L.P. 320 PARK AVENUE 9TH FLOOR NEW YORK, NY 10022 |
X | |||
| /s/ Steve Friedman | 05/20/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Steve Friedman | 05/18/2010 | |
| **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) | The convertible preferred stock was convertible at any time, at the holder's election, and had no expiration date. Immediately prior to the consummation of the initial public offering of the issuer, the convertible preferred stock was converted into common stock for no additional consideration. Accrued and unpaid dividends on the convertible preferred stock were converted into shares of common stock upon conversion of the convertible preferred stock. Dividends accrued at a rate of 15% per annum, compounding quarterly. |
| (2) | Represents 285,223 shares of common stock held by Eos Capital Partners III, L.P. ("ECP III") and 81,859 shares of common stock held by Eos Partners, L.P. ("Eos Partners"). |
| (3) | ECP III, LLC is the general partner of ECP General III, L.P., the general partner of ECP III. Eos General, L.L.C. is the general partner of Eos Partners. Because each of these funds is ultimately under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
| (4) | Immediately prior to the consummation of the initial public offering of the issuer, the Class A common stock was converted into common stock for no additional consideration. |
| (5) | Represents 2,320,161 shares of common stock held by ECP III and 666,118 shares of common stock held by Eos Partners. |
| (6) | Represents 232,034 shares of common stock issued upon conversion of the convertible preferred stock that was held by ECP III and 66,594 shares of common stock issued upon the conversion of convertible preferred stock that was held by Eos Partners. |
| (7) | Immediately prior to the consummation of the initial public offering of the issuer, the Class A common stock previously issuable upon the exercise of the warrant was converted into common stock for no additional consideration. |
| (8) | The warrants are exercisable at any time prior to the expiration date, at the holder's election. |
| (9) | Represents 435,101 shares of common stock issuable upon exercise of warrants held by ECP III and 124,827 shares of common stock issuable upon exercise of warrants held by Eos Partners. |