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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 | ||||||||
7.25% Convertible Notes due 2024 | $ 15.21 (6) | 04/30/2023 | 04/30/2024 | Common Stock, par value $0.01 per share | 13,150.4 (7) | 8,000 (3) | I | By Aspen Uranus LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MENDELSOHN LAWRENCE 9400 SW BEAVERTON-HILLSDALE HWY, SUITE 131 BEAVERTON, OR 97005 |
X | CHIEF EXECUTIVE OFFICER |
/s/ Lawrence Mendelsohn | 03/08/2019 | |
**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) | Granted pursuant to the 2016 Equity Incentive Plan, which will vest in three equal installments annually starting August 17, 2017. The reporting person inadvertently failed to report this grant on Form 5 for the registrant's 2016 fiscal year. |
(2) | Payment of management fee to Thetis Asset Management LLC for fourth quarter ended December 31, 2018. |
(3) | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or for any other purpose. |
(4) | Includes 274,667 shares held by Gregory Funding LLC, 604,463 shares held by Thetis Asset Management LLC and 45,938 shares held by Great Ajax FS LLC reported herein. |
(5) | Mr. Mendelsohn and certain members of his family are partners of Mendelsohn Family Limited Partnership. |
(6) | The initial conversion rate of the 7.25% convertible notes due 2024 (the "Notes") equals 1.6438 shares of the Issuer's common stock per $25.00 principal amount of notes (equivalent to a conversion price of approximately $15.21 per share of the Issuer's common stock). The conversion rate, and thus the conversion price, will be subject to adjustment in accordance with the terms of the Notes. |
(7) | Calculated based on the initial conversion rate of 1.6438 shares of the Issuer's common stock per $25.00 principal amount of Notes. |