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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 | ||||||||
Employee Stock Option | $ 2.74 | 01/31/2013 | A | 183,333 | 02/28/2013(3) | 01/31/2023 | Common Stock | 183,333 | $ 0 | 838,333 | D | ||||
Employee Stock Option | $ 5 | 01/31/2013 | A | 91,667 | 02/28/2013(3) | 01/31/2023 | Common Stock | 91,667 | $ 0 | 930,000 | D | ||||
Warrant to Purchase Common Stock | $ 2.62 | 05/12/2009 | 05/12/2014 | Common Stock | 35,000 | 35,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HEDRICK MARC H 3020 CALLAN ROAD SAN DIEGO, CA 92121 |
X | President |
Jonathan E. Soneff, By Power of Attorney For: Marc H. Hedrick | 02/04/2013 | |
**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) | On January 31st, 2013 the Compensation Committee of the Board of Directors determined that 58% of the performance goals for the 2012 performance conditioned restricted stock grant were achieved, and that such percentage of shares granted will continue to time vest through January 10, 2014. The remaining portion of the 2012 performance grant shares (42%) are no longer qualified to continue vesting and have been cancelled. The disposition of these cancelled shares is reflected in Table I above. |
(2) | These securities are owned by M Hedrick & T Hedrick TTEE Dr. Marc Hamilton Hedrick & TRA U/A DTD 09/13/1999. |
(3) | The Employee Stock options vest 1/48th each month from date of grant. |