UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Common Stock Warrant (right to buy) | 09/05/2014 | 09/05/2019 | Common Stock | 1,892,744 (2) | $ 3.17 | I (3) | By Capital Preservation Solutions, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Funston Lance T C/O CAPITAL PRESERVATION HOLDINGS, LLC ONE BELMONT AVENUE, SUITE 602 BALA CYNWYD, PA 19004 |
X | X | Chief Executive Officer | (effective 1/25/16) |
Capital Preservation Holdings, LLC ONE BELMONT AVENUE, SUITE 602 BALA CYNWYD, PA 19004 |
X | X | Chief Executive Officer | (effective 1/25/2016) |
Capital Preservation Solutions, LLC ONE BELMONT AVENUE, SUITE 602 BALA CYNWYD, PA 19004 |
X | X | Chief Executive Officer | (effective 1/25/2016) |
/s/ Lance T. Funston | 03/22/2016 | |
**Signature of Reporting Person | Date | |
/s/ Lance T. Funston on behalf of Holdings | 03/22/2016 | |
**Signature of Reporting Person | Date | |
/s/ Lance T. Funston on behalf of Solutions | 03/22/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 Shares are directly owned by Capital Preservation Holdings, LLC ("Holdings"). As previously reported, Lance T. Funston ("Funston"), as the managing and controlling member of Holdings, may be deemed to beneficially own shares held by Holdings (including those previously reported) and Funston disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report provides a corrected beneficial ownership amount after giving effect to a January 21, 2016 resignation by minority members of Holdings (excluding Funston) and the distribution of all previously reported Common Stock held by Holdings to such minority members. These resignations resulted in Funston becoming the sole member of Holdings and a change in the previously reported aggregated securities held by Holdings. This change in the form of beneficial ownership of Funston's reported securities is exempt from Section 16 pursuant to Rule 16a-13. |
(2) | The number of shares underlying the Warrant was originally reported as not exceeding twenty-four percent (24%) of the amount equal to (a) the issuer's issued and outstanding shares of Common Stock and Class A Common Stock as of each date the Warrant is exercised, less (b) in each case, the aggregate amount of shares of Common Stock previously issued upon exercise of the Warrant at a purchase price of $3.17 per share. This report reflects corrected ownership information following the issuance of a corrected warrant agreement, which was reported by the Company on Form 8-K on February 5,2015, to fix the number of underlying Warrant shares to the amount reported above. |
(3) | The Warrant is directly owned by Capital Preservation Solutions, LLC ("Solutions"). Funston, as the sole member of Solutions, may be deemed to beneficially own the shares underlying the Warrant. |
Remarks: Consistent with Instruction 8 of Form 3, this filing does not reiterate information that has not changed since the original Form 3 filing and accordingly does not reflect Common Stock owned directly by Funston and reported in the prior Form 3. |