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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 purchase) | $ 1.55 | 10/19/2012 | A | 250,000 | 10/19/2012 | 10/19/2016 | Common Stock | 250,000 | $ 0 | 250,000 | D | ||||
Option (right to purchase) | $ 1.55 | 10/19/2012 | A | 250,000 | (1) | (1) | Common Stock | 250,000 | $ 0 | 250,000 | D | ||||
Option (right to purchase) | $ 1.55 | 10/19/2012 | A | 1,200,000 | (2) | (2) | Common Stock | 1,200,000 | $ 0 | 1,200,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TODHUNTER DAVID W 2101 VISTA PARKWAY, SUITE 122 WEST PALM BEACH, FL 33411 |
President, CEO & CFO |
/S/ DAVID W. TODHUNTER | 11/06/2012 | |
**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) | These options vest on the earlier of December 31, 2012 and the closing of an investment into the Company of not less than $1 million and expire four (4) years from the date of vesting. |
(2) | These options vest 1/3 on each of December 31, 2013, 2014 and 2015 (each, a "Measurement Period"), based on the Company's EDITDA for such periods (each, a "Performance Measurement"). For each Measurement Period, Performance Options shall begin vesting if the Company's EBITDA reaches at least 66.66% of the applicable Performance Measurement. The Performance Options for each Measurement Period will vest in full (400,000 per year) in the event a Performance Measurement is reached 100%. The number of options to vest in the event less than 100% of a Performance Measurement has been reached in any given Measurement Period shall be at the discretion of the Board of Directors. These Performance Options expire four (4) from the date of vesting. |