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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 | ||||||||
Employee Stock Option (right to buy) | $ 0.04 | 02/28/2012 | M | 119,778 | 01/31/2004 | 07/31/2013 | Common Stock | 119,778 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 0.04 | 02/28/2012 | M | 66,694 | 07/15/2004 | 01/15/2014 | Common Stock | 66,694 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BREWER OLIVER G III 2801 EAST PLANO PARKWAY PLANO, TX 75074 |
X | Former Pres., CEO and Director |
/s/ O.G. Brewer III | 02/29/2012 | |
**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 reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of his pecuniary interest therein. |
(2) | On February 24, 2012, the reporting person and the Issuer entered into that certain Separation Agreement and Release (the "Separation Agreement"), pursuant to which, effective February 29, 2012, the reporting person resigned as President and Chief Executive Officer and a director of the Issuer. The Separation Agreement provides, among other things, that 75,000 unvested shares of restricted stock, previously granted to the reporting person by the Issuer on November 9, 2009, will no longer be subject to immediate forfeiture upon the reporting person's resignation. Instead, such shares of restricted stock will vest only upon the occurrence of a "change of control" (as defined in the Separation Agreement), provided that such a "change of control" is publicly announced on or prior to June 30, 2012. |