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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 Voting Perpetual Preferred Stock (1) | (2) | 12/31/2018 | J(1) | 9,997 | (2) | (2) | Common Stock | 999,700 | $ 0 | 0 | D | ||||
Series C Convertible Voting Perpetual Preferred Stock (1) | (2) | 12/31/2018 | J(1) | 3,424.65 | (2) | (2) | Common Stock | 342,465 | $ 0 | 0 | D | ||||
Series D Convertible Voting Perpetual Preferred Stock (1) | (2) | 12/31/2018 | J(1) | 5,111.86 | (2) | (2) | Common Stock | 511,186 | $ 0 | 0 | D | ||||
Warrant (Right to Buy Common Stock) (1) | $ 1.78 | 12/31/2018 | J(1) | 898,634 | (3) | 02/16/2020 | Common Stock | 898,634 | $ 0 | 0 | D | ||||
Warrant (Right to Buy Common Stock) (1) | $ 1.76 | 12/31/2018 | J(1) | 194,437 | (3) | 02/23/2020 | Common Stock | 194,437 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ALARA CAPITAL AVI II, LLC 555 E. LANCASTER AVENUE SUITE 640 RADNOR, PA 19087 |
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Alara Capital AVI II, LLC /s/ Darren C. Wallis, Managing Member | 12/31/2018 | |
**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 is filing this Form 4 to report the disposition of shares of common stock, convertible preferred stock and warrants of the Issuer (collectively, the "Issuer Securities") following the in-kind distribution, without consideration, of such Issuer Securities by the Reporting Person to its investors in connection with the wind up and dissolution of the Reporting Person (the "In-Kind Distribution"). As a result of the In-Kind Distribution, the Reporting Person no longer beneficially owns any common stock or any other securities of the Issuer. This Form 4 is an 'exit filing' for the Reporting Person. |
(2) | Each of the Series B Convertible Voting Perpetual Preferred Stock, the Series C Convertible Voting Perpetual Preferred Stock and the Series D Convertible Voting Perpetual Preferred Stock is exercisable at any time upon request and is initially convertible into shares of common stock on a 1:100 basis. Each such stock has no expiration date. |
(3) | Such Warrants are immediately exercisable. |