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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 | ||||||||
Note Convertible into Common Stock | $ 1 | 06/05/2007 | J(4) | 5,000,000 | 06/28/2006 | 09/01/2009 | Common Stock | 5,000,000 | (4) | 0 | D (1) | ||||
Note Convertible into Common Stock | $ 1 | 06/05/2007 | J(4) | 5,000,000 | 06/28/2006 | 09/01/2009 | Common Stock | 5,000,000 | (4) | 0 | I | Footnote (5) | |||
Warrant to Purchase Common Stock | $ 1 | 12/28/2006 | 06/28/2008 | Common Stock | 12,500,000 | 0 | D (1) | ||||||||
Warrant to Purchase Common Stock | $ 1 | 12/28/2006 | 06/28/2008 | Common Stock | 12,500,000 | 0 | I | Footnote (5) | |||||||
Note Convertible into Common Stock | $ 1 | 12/28/2006 | 06/28/2010 | Common Stock | 10,000,000 | 0 | D (1) | ||||||||
Note Convertible into Common Stock | $ 1 | 12/28/2006 | 06/28/2010 | Common Stock | 10,000,000 | 0 | I | Footnote (5) | |||||||
Warrant to Purchase Common Stock | $ 1 | 06/05/2007 | J(4) | 5,000,000 | (6) | 09/01/2009 | Common Stock | 5,000,000 | $ 0 | 5,000,000 | D (1) | ||||
Warrant to Purchase Common Stock | $ 1 | 06/05/2007 | J(4) | 5,000,000 | (6) | 09/01/2009 | Common Stock | 5,000,000 | $ 0 | 5,000,000 | I | Footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PERSISTENCY P.O. BOX 309 GEORGE TOWN, E9 |
X | |||
PERSISTENCY CAPITAL, LLC 1270 AVENUE OF THE AMERICAS SUITE 2100 NEW YORK, NY 10020 |
X | |||
Morris Andrew C/O PERSISTENCY CAPITAL 850 7TH AVENUE, SUITE 701 NEW YORK, NY 10019 |
X | |||
Persistency Private Equity LTD C/O PERSISTENCY CAPITAL 850 7TH AVENUE, SUITE 701 NEW YORK, NY 10019 |
X |
Persistency(+) By: /s/ Andrew J. Morris, Director | 06/12/2007 | |
**Signature of Reporting Person | Date | |
Persistency Capital, LLC(+), By: /s/ Andrew J. Morris, Managing Member | 06/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Andrew J. Morris(+) | 06/12/2007 | |
**Signature of Reporting Person | Date | |
Persistency Private Equity Limited(+), By: /s/ Andrew J. Morris, Director | 06/12/2007 | |
**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) | The reported securities are directly owned by Persistency. |
(2) | The reported securities are directly owned by Persistency Private Equity Ltd. and may be deemed to be beneficially owned by Persistency Capital, LLC as the investment manager of Persistency Private Equity Ltd. and Andrew J. Morris, managing member of Persistency Capital, LLC. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | These securities are owned by Andrew J. Morris. |
(4) | Pursuant to that certain Conversion Agreement between Persistency, Canargo Energy Corporation ("Canargo") and certain holders of Canargo's senior secured notes due July 25, 2009 (the "Agreement"), dated June 5, 2007, as of the effective time of the Agreement, these reported securities were converted into 2,000,000 shares of common stock of Tethys Petroleum Limited and 5,000,000 warrants to purchase common stock of Canargo, which will be exercisable June 12, 2008. |
(5) | The reported securities are directly owned by Persistency and may be deemed beneficially owned by Persistency Capital, LLC as the investment manager of Persistency and Andrew J. Morris, managing member of Persistency Capital, LLC. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(6) | These warrants will be exercisable June 12, 2008. |
Remarks: (+) Persistency Capital, LLC replaced Chasm Lake Management Services, LLC d/b/a Persistency Capital as the investment manager of Persistency and of Persistency Private Equity Limited on January 1, 2007. Andrew Morris is the managing member of Persistency Capital, LLC, a director of Persistency, and an authorized signatory for Persistency Private Equity Limited. Each of the joint filers disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any one of the joint filers is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |