|
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 | ||||||||
Common Stock Warrants (right to buy) (1) | $ 1 | 05/02/2016 | 05/02/2018 | Class A Common Stock, $0.08 par value | 1,113,861 | 1,113,861 | I | By TCS Global Equity Master Fund, L.P. (2) | |||||||
Common Stock Warrants (right to buy) (1) | $ 1 | 05/02/2016 | 05/02/2018 | Class A Common Stock, $0.08 par value | 65,583 | 65,583 | I | By Managed Account of TCS Capital Management, LLC (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TCS CAPITAL MANAGEMENT LLC 888 SEVENTH AVENUE SUITE 1504 NEW YORK, NY 10019 |
X | |||
TCS Global Equity Master Fund, L.P. GARDENIA COURT, SUITE 337 45 MARKET STREET, P.O. BOX 896GT CAMANA BAY, E9 KY1-1103 |
X | |||
TCS Capital GP, LLC 888 SEVENTH AVENUE SUITE 1504 NEW YORK, NY 10019 |
X | |||
SEMLER ERIC C/O TCS CAPITAL MANAGEMENT, LLC 888 SEVENTH AVENUE, SUITE 1504 NEW YORK, NY 10019 |
X |
TCS Capital Management, LLC, By: /s/ Eric Semler, Managing Member | 12/11/2015 | |
**Signature of Reporting Person | Date | |
TCS Global Equity Master Fund, L.P., By: TCS Capital GP, LLC, By: /s/ Eric Semler, Managing Member | 12/11/2015 | |
**Signature of Reporting Person | Date | |
TCS Capital GP, LLC, By: /s/ Eric Semler, Managing Member | 12/11/2015 | |
**Signature of Reporting Person | Date | |
/s/ Eric Semler | 12/11/2015 | |
**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) | This Form 4 is filed jointly by TCS Global Equity Master Fund, L.P. ("TCS Global"), TCS Capital GP, LLC ("TCS GP"), TCS Capital Management, LLC ("TCS Management"), and Eric Semler (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(2) | Securities held directly by TCS Global. TCS Management, as the investment manager of TCS Global, may be deemed to beneficially own the securities held directly by TCS Global. TCS GP, as the general partner of TCS Global, may be deemed to beneficially own the securities held directly by TCS Global. Mr. Semler, as the Managing Member of each of TCS GP and TCS Management, may be deemed to beneficially own the securities held directly by TCS Global. |
(3) | Securities held directly in a certain managed account (the "Managed Account"). TCS Management, as the investment manager of the Managed Account, may be deemed to beneficially own the securities held in the Managed Account. Mr. Semler, as the Managing Member of TCS Management, may be deemed to beneficially own the securities held in the Managed Account. |
(4) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.14 to $2.29, including commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 4, 5 and 6 to this Form 4. |
(5) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.28 to $2.37, including commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 4, 5 and 6 to this Form 4. |
(6) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.37 to $2.46, including commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 4, 5 and 6 to this Form 4. |