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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 | ||||||||
Warrant to purchase Common Stock (3) | $ 5.23 | 04/14/2014 | J(1) | 875,000 | 01/29/2009 | 08/01/2014 | Common Stock | 875,000 | (1) | 0 | D | ||||
Warrant to purchase Class A Common Stock (3) | $ 11.83 | 04/14/2014 | J(1) | 386,750 | 01/29/2009 | 08/01/2014 | Class A Common Stock | 386,750 | (1) | 386,750 | D | ||||
Warrant to purchase Class A Common Stock (3) | $ 11.83 | 04/14/2014 | J(2) | 386,750 | 01/29/2009 | 08/01/2014 | Class A Common Stock | 386,750 | (2) | 0 | D | ||||
Warrant to purchase Class B Common Stock (3) | $ 11.83 | 04/14/2014 | J(2) | 386,750 | 01/29/2009 | 08/01/2014 | Class B Common Stock | 386,750 | (2) | 386,750 | D | ||||
Class B Common Stock | $ 0 | 04/14/2014 | J(2) | 21,348,600 | (2) | (2) | Class A Common Stock | 21,348,600 | (2) | 21,348,600 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BFI Co., LLC 300 FRANK W. BURR BLVD., STE 21 TEANECK, NJ 07666-6712 |
X |
/s/ Thomas G. Dagger as Attorney-in-Fact for BFI Co., LLC | 04/16/2014 | |
**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) | Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed with the Secretary of State of Delaware on April 14, 2014 (the "Amended and Restated Certificate"), each share of Common Stock was reclassified as and converted into 0.442 shares of a single class of Class A Common Stock, resulting in an exempt disposition to the Issuer pursuant to Rule 16b-7(a)(2), and a corresponding exempt acquisition from the Issuer pursuant to Rule 16b-7(a)(1), in each case, as promulgated under the Securities Exchange Act of 1934. |
(2) | Pursuant to an Exchange Agreement among the Issuer, BFI Co., LLC and Mayflower, L.P., which became effective on April 14, 2014, BFI Co., LLC exchanged its shares of Class A Common Stock for an equal number of shares of Class B Common Stock of the Issuer. Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock in accordance with the Amended and Restated Certificate. |
(3) | The reporting person has not consummated any transaction in the derivative security reported on this line. The information on this line is included for informational purposes because the reclassification and exchange affects the securities underlying the derivative security reported on this line. |