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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Series D Preferred Stock | Â | Â | Â | Â | Â | Â | Â (5) | Â (5) | Common Stock | Â | 70,000 | By Delta Life Insurance Company |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROBINSON J MACK 4370 PEACHTREE ROAD, N.E. ATLANTA, GA 30319 |
 |  X |  |  |
J. Mack Robinson | 02/13/2013 | |
**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) | Shares owned by an entity controlled by Mr. Robinson. Mr. Robinson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(2) | Shares owned by an entity in which Mr. Robinson holds a 24% interest. The remaining interests are held in equal amounts by trusts for the benefit of Mr. Robinson's two daughters, with Mr. Robinson's spouse as trustee. Mr. Robinson disclaims beneficial ownership of the remainder of the Company's Common Stock, representing the trusts' proportionate interests, held by Gulf Capital Services. |
(3) | Mr. Robinson has an indirect ownership interest in 9,082,794 shares of the Company's Common Stock owned directly or indirectly by his spouse, Harriett J. Robinson, as follows: 655,576 shares owned directly by her; 6,720 shares directly owned jointly by her with a grandson; 3,953,256 shares owned by a trust for the benefit of their daughter, Robin R. Howell, of which his spouse is trustee; 4,088,792 shares owned by a trust for the benefit of their daughter, Jill Robinson, of which his spouse is trustee; and 378,450 shares owned by a trust for the benefit of their grandchildren, of which his spouse is trustee. Mr. Robinson disclaims beneficial ownership of the shares owned directly or indirectly by his spouse. |
(4) | The Series D Preferred Stock is convertible into common stock at a per share price of $3.99, subject to certain anti-dilution provisions, provided that in no case may the conversion price be less than $2.59 per share without the prior approval of the Company's shareholders. Such shares are owned by Delta Life Insurance Company, an entity in which Mr. Robinson maintains a controlling interest. |
(5) | The Series D Preferred Stock was convertible into common stock upon issuance and has no expiration date. |