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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Longitude Venture Partners LP C/O LONGITUDE CAPITAL PARTNERS, LLC 3000 SAND HILL ROAD, BUILDING 1, SUITE 2 MENLO PARK, CA 94025 |
X | X | ||
Longitude Capital Partners, LLC 3000 SAND HILL ROAD, BUILDING 1, SUITE 2 MENLO PARK, CA 94025 |
X | |||
Longitude Capital Associates, L.P. C/O LONGITUDE CAPITAL PARTNERS, LLC 3000 SAND HILL ROAD, BUILDING 1, SUITE 2 MENLO PARK, CA 94025 |
X | |||
Tammenoms Bakker Juliet C/O LONGITUDE CAPITAL PARTNERS, LLC 3000 SAND HILL ROAD, BUILDING 1, SUITE 2 MENLO PARK, CA 94025 |
X |
Juliet Tammenoms Bakker, Managing Member of Longitude Capital Partners, LLC | 11/13/2008 | |
**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 shares of common stock were acquired by Longitude Venture Partners, L.P. ("LVP") from the issuer pursuant to that certain Amendment to Registration Rights Agreement dated November 11, 2008 in full satisfaction of cash liquidated damages owed to LVP under that certain Registration Rights Agreement dated as of March 14, 2008. The shares of common stock were valued at $1.45 per share, the closing market price of the common stock on the NASDAQ Capital Market on November 11, 2008. |
(2) | This report is filed jointly by Longitude Capital Partners, LLC ("Longitude Capital"), Longitude Capital Associates, L.P. ("LCA"), LVP and Juliet Tammenoms Bakker, all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LVP may also be deemed a director by virtue of its right to nominate a representative to serve on the Issuer's Board of Directors. Patrick G. Enright currently serves as LVP's representative on the Issuer's Board of Directors. Each of Longitude Capital, LCA and Ms. Tammenoms Bakker disclaims beneficial ownership of all securities except to the extent of their respective pecuniary interest therein. |