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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 | ||||||||
| Option (right to buy) | $ 12.75 | 01/11/2012 | M | 10,000 | (4) | 08/15/2017 | Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Option (right to buy) | $ 7.84 | 01/11/2012 | M | 10,000 | (5) | 08/15/2018 | Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Option (right to buy) | $ 6.33 | 01/11/2012 | M | 10,000 | (6) | 08/16/2019 | Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Option (right to buy) | $ 8.23 | 01/11/2012 | M | 12,500 | (7) | 08/25/2020 | Common Stock | 12,500 | $ 0 | 0 | D | ||||
| Option (right to buy) | $ 34.99 | 01/11/2012 | M | 12,500 | (8)(9) | 11/04/2021 | Common Stock | 12,500 | $ 0 | 0 | D | ||||
| Common Stock Warrant (right to buy) | $ 7.37 | 01/21/2009 | 07/21/2014 | Common Stock | 91,975 | 91,975 | I | By Fund II (as defined in footnote 2) (2) (3) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| O'Keefe Kenneth W C/O BEECKEN PETTY O' KEEFE & COMPANY 131 DEARBORN ST., SUITE 2800 CHICAGO, IL 60603 |
X | |||
| /s/ Carol A. Gamble as attorney-in-fact for Kenneth W. O'Keefe | 01/13/2012 | |
| **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) | Represents shares withheld by the Issuer for cashless exercise of nonstatutory stock options solely to cover exercise price. |
| (2) | As reported on prior Form 3s and Form 4s, Jazz Investors, LLC owned 1,529,684 shares and warrants to acquire an additional 91,975 shares at a per share exercise price of $7.37. On November 9, 2011, Jazz Investors, LLC distributed all such shares and warrants, without the receipt of any fees or any other consideration, to its owners pro rata based on their beneficial ownership of such securities. After such transaction, Beecken Petty O'Keefe Fund II, L.P., Beecken Petty O'Keefe QP Fund II, L.P. and Beecken Petty O'Keefe Executive Fund II, L.P. as tenants in common (collectively, "Fund II"), own 1,330,890 shares and warrants to acquire an additional 91,975 shares at a per share exercise price of $7.37. |
| (3) | Beecken Petty O'Keefe & Company II, L.P., is the general partner of Fund II and Beecken Petty O'Keefe & Company, LLC is the general partner of Beecken Petty O'Keefe & Company, II, L.P. The Reporting Person is a partner at Beecken Petty O'Keefe & Company, LLC and shares voting and investment power over the shares and warrants held by Fund II. The Reporting Person disclaims beneficial ownership of the shares and warrants held by Fund II except to the extent of his proportionate pecuniary interest therein. |
| (4) | This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2007. |
| (5) | This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2008. |
| (6) | This nonstatutory stock option vested in 12 equal monthly installments from August 17, 2009. |
| (7) | This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2010. |
| (8) | This nonstatutory stock option has a vesting schedule of 100% vesting in 12 equal monthly installments from August 15, 2011. |
| (9) | On October 24, 2011, the Board of Directors of the Issuer approved the full vesting of unvested nonstatutory stock options held by the Issuer's officers and non-employee directors, including the Reporting Person. Such vesting acceleration became effective on December 13, 2011. |