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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 | ||||||||
| Options (right to buy) | $ 78 (2) | 01/26/2016 | D | 2,500 (2) | (3) | 08/08/2021 | Common Stock | 2,500 (2) | $ 0 (1) | 0 | D | ||||
| Options (right to buy) | $ 31.6 (4) | 01/26/2016 | D | 1,250 (4) | (5) | 06/18/2022 | Common Stock | 1,250 (4) | $ 0 (1) | 0 | D | ||||
| Options (right to buy) | $ 31 (6) | 01/26/2016 | D | 5,000 (6) | (7) | 01/29/2024 | Common Stock | 5,000 (6) | $ 0 (1) | 0 | D | ||||
| Options (right to buy) | $ 27.5 (8) | 01/26/2016 | D | 7,500 (8) | (9) | 05/09/2023 | Common Stock | 7,500 (8) | $ 0 (1) | 0 | D | ||||
| Options (right to buy) | $ 7.8 (10) | 01/26/2016 | D | 4,637 (10) | 01/05/2015 | 01/05/2025 | Common Stock | 4,637 (10) | $ 0 (1) | 0 | D | ||||
| Options (right to buy) | $ 7.2 (11) | 01/26/2016 | D | 5,409 (11) | (12) | 01/26/2025 | Common Stock | 5,409 (11) | $ 0 (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stuka Paul C/O OSIRIS PARTNERS, LLC 70 COLONIAL DRIVE CHATHAM, MA 02633 |
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| /s/ Paul Stuka | 01/28/2016 | |
| **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) | On January 26, 2016, the Issuer and the Reporting Person entered into that certain Option Cancellation and Release Agreement, pursuant to which the parties agreed to the cancellation of certain stock options previously granted to the Reporting Person in exchange for one (1) share of common stock as consideration. |
| (2) | This option was previously reported as covering 25,000 shares at an exercise price of $7.8 per share, but was adjusted to reflect the the 1-for-10 reverse stock split that occurred on October 1, 2015. |
| (3) | This option is exercisable in three equal annual installments. The first installment became exercisable on August 8, 2012, the second installment became on August 8, 2013 and the third installment became exercisable on August 8, 2014. |
| (4) | This option was previously reported as covering 12,500 shares at an exercise price of $3.16 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. |
| (5) | This option is exercisable in three equal annual installments. The first installment became exercisable on June 18, 2013, the second installment became exercisable on June 18, 2014 and the third installment became exercisable on June 18, 2015. |
| (6) | This option was previously reported as covering 50,000 shares at an exercise price of $3.1 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. |
| (7) | This option is exercisable in three equal annual installments. The first installment became exercisable on January 29, 2015, the second installment would have become exercisable on January 29, 2016 and the third installment would have become exercisable on January 29, 2017, provided that the Reporting Person is providing services to the Issuer or its subsidiaries or affiliates on January 29, 2016, and January 29, 2017, as applicable. |
| (8) | This option was previously reported as covering 75,000 shares at an exercise price of $2.75 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. |
| (9) | This option is exercisable in three equal annual installments. The first installment became exercisable on May 9, 2014, the second installment became exercisable on May 9, 2015 and the third installment would have become exercisable on May 9, 2016, provided that the Reporting Person is providing services to the Issuer or its subsidiaries or affiliates on May 9, 2016. |
| (10) | This option was previously reported as covering 46,367 shares at an exercise price of $0.78 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. |
| (11) | This option was previously reported as covering 54,088 shares at an exercise price of $0.72 per share, but was adjusted to reflect the 1-for-10 reverse stock split that occurred on October 1, 2015. |
| (12) | This option would have vested in three equal annual installments, with 1/3 becoming exercisable on each of January 26, 2016, January 26, 2017 and January 26, 2018, subject to the Reporting Person's continued service. |