|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | $ 2.2 | 07/01/2006 | J | 1,363,636 | 06/16/2004 | (4) | Common Stock | 1,363,636 | $ 2.2 (2) | 0 | I | By Emancipation Capital LP (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Emancipation Capital 1120 AVENUE OF THE AMERICAS SUITE 1504 NEW YORK, NY 10036 |
X | |||
Emancipation Capital, LLC 1120 AVENUE OF THE AMERICAS SUITE 1504 NEW YORK, NY 10036 |
X | |||
Frumberg Charles 1120 AVENUE OF THE AMERICAS SUITE 1504 NEW YORK, NY 10036 |
X |
EMANCIPATION CAPITAL, LP By: /s/ Charles Frumberg, Managing Member | 08/04/2006 | |
**Signature of Reporting Person | Date | |
EMANCIPATION CAPITAL, LLC By: /s/ Charles Frumberg, Managing Member | 08/04/2006 | |
**Signature of Reporting Person | Date | |
/s/ Charles Frumberg | 08/04/2006 | |
**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) | Disposed of pursuant to that certain Agreement and Plan of Merger dated as of March 10, 2006 among the issuer, RCN Acquisition, Inc. and Trilogy, Inc. in exchange for a cash payment of $1.60 per share, representing the common stock merger consideration. |
(2) | Disposed of pursuant to that certain Agreement and Plan of Merger dated as of March 10, 2006 among the issuer, RCN Acquisition, Inc. and Trilogy, Inc. in exchange for a cash payment of $2.20 per share, representing the preferred stock merger consideration. |
(3) | The reported securities were directly held by Emancipation Capital LP. Emancipation Capital LLC is the general partner of Emancipation Capital LP and has voting and dispositive power over the securities held by Emancipation Capital LP. Charles Frumberg is the managing member of Emancipation Capital LLC. Emancipation Capital LLC and Mr. Frumberg disclaim beneficial ownership of the securities held by Emancipation Capital LP except to the extent of their pecuniary interest therein. |
(4) | Not applicable. |