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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 (rt. to buy) | $ 2.15 (4) | 12/21/2005 | A | 360,000 | 12/21/2005 | 10/30/2008 | Common Stock | 360,000 | (5) | 360,000 | D | ||||
Stock Option (rt. to buy) | $ 1.57 (6) | 12/21/2005 | A | 216,000 | 12/21/2005 | 09/21/2009 | Common Stock | 216,000 | (7) | 576,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Terrell Michael A 10901 WEST TOLLER DRIVE SUITE 300 LITTLETON, CO 80127-6312 |
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Michael A. Terrell | 01/10/2006 | |
**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) | Received in exchange for common shares of St. Jude Resources Ltd. ("St. Jude") in connection with the acquisition of St. Jude by the issuer that was completed on 2005-12-21. On that date, the closing price of St. Jude's common stock was CDN$1.92 per share; the closing price of issuer's common stock was CDN$2.70 per share. |
(2) | These shares are held by Bluestar Management, Inc. ("Bluestar"). The reporting person is the principal of Bluestar, and, in such capacity, may be deemed to have voting and dispositive power over the shares held for the account of Bluestar. |
(3) | The filing of this statement shall not be deemed an admission that the reporting person is the beneficial owner of any securities not held directly by his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
(4) | The exercise price of the option is CDN$2.50; this is the US$ equivalent on the transaction date. |
(5) | Received in exchange for an option to purchase 500,000 shares of St. Jude at CDN$1.80 in connection with the acquisition. |
(6) | The exercise price of the option is CDN$1.82; this is the US$ equivalent on the transaction date. |
(7) | Received in exchange for an option to purchase 300,000 shares of St. Jude at CDN$1.31 in connection with the acquisition. |