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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 | ||||||||
Stock Option | $ 0.08 | (3) | 08/31/2012 | Common Stock | 1,800,000 | 1,800,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BOYD JAMES P PO BOX 2145 RANCHO SANTA FE, CA 92067 |
X |
/s/ James P. Boyd | 08/30/2012 | |
**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) | Disposed of by the Reporting Person to a holder of outstanding shares of the Issuer (the "Holder") as consideration for settlement of a lawsuit brought by the Holder against the Reporting Person and for surrender to the Reporting Person of the Holder's outstanding minority interest in a privately-held corporation. "Price" is the estimated net price per share. |
(2) | Includes 223,991,933 shares of common stock held in escrow pursuant to an escrow agreement with the Issuer and subject to a voting agreement in favor of the Issuer as described in the Issuer's Current Report on Form 8-K filed on August 28, 2012. The Reporting Person may be deemed to be the beneficial owner of such shares. |
(3) | 720,000 vested (45,000 vesting per month for the next 24 months). |