CUSIP
No. 05348P401
|
13G
|
Page 2
of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest
Investments III,
L.P. 20-0992411
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
|||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
|||
6.
|
SHARED
VOTING POWER
4,169,240*
|
||||
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
||||
8.
|
SHARED
DISPOSITIVE POWER
4,169,240*
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,169,240*
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
|||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
||||
12.
|
TYPE
OF REPORTING PERSON**
PN
|
||||
**
SEE INSTRUCTIONS BEFORE FILLING OUT
|
CUSIP
No. 05348P401
|
13G
|
Page 3
of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest
Associates III
LLC 20-0992451
|
|||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
||
6.
|
SHARED
VOTING POWER
4,169,240*
|
|||
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
|||
8.
|
SHARED
DISPOSITIVE POWER
4,169,240*
|
|||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,169,240*
|
|||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
|||
12.
|
TYPE
OF REPORTING PERSON**
OO
|
|||
**
SEE INSTRUCTIONS BEFORE FILLING OUT
|
CUSIP
No. 05348P401
|
13G
|
Page 4
of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest
Investments IV, L.P. 20-5935001
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
|||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
|||
6.
|
SHARED
VOTING POWER
8,338,475*
|
||||
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
||||
8.
|
SHARED
DISPOSITIVE POWER
8,338,475*
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,338,475*
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
|||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
|
||||
12.
|
TYPE
OF REPORTING PERSON**
PN
|
||||
**
SEE INSTRUCTIONS BEFORE FILLING OUT
|
CUSIP
No. 05348P401
|
13G
|
Page 5
of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest
Associates IV
LLC 20-5934968
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
|||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
|||
6.
|
SHARED
VOTING POWER
8,338,475*
|
||||
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
||||
8.
|
SHARED
DISPOSITIVE POWER
8,338,475*
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,338,475*
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
|||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
|
||||
12.
|
TYPE
OF REPORTING PERSON**
OO
|
||||
**
SEE INSTRUCTIONS BEFORE FILLING OUT
|
CUSIP
No. 05348P401
|
13G
|
Page 6
of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay
Moorin
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
|||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
|||
6.
|
SHARED
VOTING POWER
12,507,715*
|
||||
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
||||
8.
|
SHARED
DISPOSITIVE POWER
12,507,715*
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,507,715*
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
|||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.5%
|
||||
12.
|
TYPE
OF REPORTING PERSON**
IN
|
||||
**
SEE INSTRUCTIONS BEFORE FILLING OUT
|
CUSIP
No. 05348P401
|
13G
|
Page 7
of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Alain
Schreiber
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
ý
|
|||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Resident Alien
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
|||
6.
|
SHARED
VOTING POWER
12,507,715*
|
||||
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
||||
8.
|
SHARED
DISPOSITIVE POWER
12,507,715*
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,507,715*
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES**
|
o
|
|||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.5%
|
||||
12.
|
TYPE
OF REPORTING PERSON**
IN
|
||||
**
SEE INSTRUCTIONS BEFORE FILLING OUT
|
CUSIP
No. 05348P401
|
13G
|
Page 8
of 14 Pages
|
Item
1(a).
|
Name
of Issuer.
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices.
|
Items
2(a).
|
Name
of Person Filing.
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence.
|
CUSIP
No. 05348P401
|
13G
|
Page 9
of 14 Pages
|
Item
2(c).
|
Citizenship.
|
Item
2(d).
|
Title
of Class of Securities.
|
|
Class
A Common stock, no par value.
|
Item
2(e).
|
CUSIP
Number.
|
|
05348P401
|
|
Item
3.
|
(a)
|
o
|
Broker
or dealer registered under Section 15 of the Act,
|
|
(b)
|
o
|
Bank
as defined in Section 3(a)(6) of the Act,
|
|
(c)
|
o
|
Insurance
Company as defined in Section 3(a)(19) of the Act,
|
|
(d)
|
o
|
Investment
Company registered under Section 8 of the Investment Company Act of
1940,
|
|
(e)
|
o
|
Investment
Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
|
|
(f)
|
o
|
Employee
Benefit Plan or Endowment Fund in accordance with 13d-1
(b)(1)(ii)(F),
|
|
(g)
|
o
|
Parent
Holding Company or control person in accordance with Rule 13d-1
(b)(1)(ii)(G),
|
|
(h)
|
o
|
Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance
Act,
|
|
(i)
|
o
|
Church
Plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940,
|
|
(j)
|
o
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
Item
4.
|
Ownership.
|
CUSIP
No. 05348P401
|
13G
|
Page 10
of 14 Pages
|
A.
|
ProQuest
Investments III, L.P.
|
|||
(a)
|
Amount
beneficially owned: 4,169,240
|
|||
(b)
|
Percent
of class: 5.3%
|
|||
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
(ii)
|
Shared
power to vote or direct the vote: 4,169,240
|
|||
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
(iv)
|
Shared
power to dispose or direct the
disposition: 4,169,240
|
|||
B.
|
ProQuest
Associates III LLC
|
|||
(a)
|
Amount
beneficially owned: 4,169,240
|
|||
(b)
|
Percent
of class: 5.3%
|
|||
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
(ii)
|
Shared
power to vote or direct the vote: 4,169,240
|
|||
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
(iv)
|
Shared
power to dispose or direct the
disposition: 4,169,240
|
|||
C.
|
ProQuest
Investments IV, L.P.
|
|||
(a)
|
Amount
beneficially owned: 8,338,475
|
|||
(b)
|
Percent
of class: 10.4%
|
|||
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
(ii)
|
Shared
power to vote or direct the vote: 8,338,475
|
|||
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
(iv)
|
Shared
power to dispose or direct the
disposition: 8,338,475
|
|||
D.
|
ProQuest
Associates IV LLC
|
|||
(a)
|
Amount
beneficially owned: 8,338,475
|
|||
(b)
|
Percent
of class: 10.4%
|
|||
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
(ii)
|
Shared
power to vote or direct the vote: 8,338,475
|
|||
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
(iv)
|
Shared
power to dispose or direct the
disposition: 8,338,475
|
|||
E.
|
Jay
Moorin
|
|||
(a)
|
Amount
beneficially owned: 12,507,715
|
CUSIP
No. 05348P401
|
13G
|
Page 11
of 14 Pages
|
(b)
|
Percent
of class: 15.5%
|
|||
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
(ii)
|
Shared
power to vote or direct the vote: 12,507,715
|
|||
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
(iv)
|
Shared
power to dispose or direct the
disposition: 12,507,715
|
|||
F.
|
Alain
Schreiber
|
|||
(a)
|
Amount
beneficially owned: 12,507,715
|
|||
(b)
|
Percent
of class: 15.5%
|
|||
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
||
(ii)
|
Shared
power to vote or direct the vote: 12,507,715
|
|||
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|||
(iv)
|
Shared
power to dispose or direct the
disposition: 12,507,715
|
Reporting Person
|
Shares
of Class A
Common Stock
|
Shares
of Class A
Common
Stock
subject to Warrants
|
||
Investments
III
|
3,266,290
|
902,950
|
||
Associates
III
|
3,266,290
|
902,950
|
||
Investments
IV
|
6,532,576
|
1,805,899
|
||
Associates
IV
|
6,532,576
|
1,805,899
|
||
Moorin
|
9,798,866
|
2,708,849
|
||
Schreiber
|
9,798,866
|
2,708,849
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
CUSIP
No. 05348P401
|
13G
|
Page 12
of 14 Pages
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Item
10.
|
Certifications.
|
CUSIP
No. 05348P401
|
13G
|
Page 13
of 14 Pages
|
DATED: February
12, 2009
|
||
/s/ Pasquale DeAngelis | ||
Pasquale
DeAngelis, as a member of ProQuest Associates III LLC and ProQuest
Associates IV LLC and on behalf of ProQuest Investments III, L.P. and
ProQuest Investments IV, L.P.
|
||
*
|
||
Jay
Moorin, individually
|
||
*
|
||
Alain
Schreiber, individually
|
*By:
|
/s/ Pasquale DeAngelis | |
Pasquale
DeAngelis, Attorney-in-Fact
|
CUSIP
No. 05348P401
|
13G
|
Page 14
of 14 Pages
|
Exhibit Number
|
Exhibit Description
|
24.1
|
Power
of Attorney*
|
99.1
|
Joint
Filing Agreement*
|