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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 | ||||||||
Convertible Preferred Stock Series A-1 | (1) | 02/15/2012 | C | 855,516 | (1) | (1) | Common Stock | 855,516 (2) | $ 0 | 0 | I | by Limited Partnership (3) | |||
Convertible Preferred Stock Series B | (1) | 02/15/2012 | C | 993,750 | (1) | (1) | Common Stock | 993,750 (2) | $ 0 | 0 | I | by Limited Partnership (3) | |||
Convertible Preferred Stock Series C | (1) | 02/15/2012 | C | 946,372 | (1) | (1) | Common Stock | 946,372 (2) | $ 0 | 0 | I | by Limited Partnership (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STULL STEVEN T 909 POYDRAS STREET, SUITE 2230 NEW ORLEANS, LA 70112 |
X |
/s/ Steven T. Stull | 02/17/2012 | |
**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) | Immediately prior to the closing of the issuer's initial public offering on February 15, 2012, all of issuer's outstanding preferred stock converted into issuer common stock in accordance with the terms disclosed in the issuer's Registration Statement on Form S-1. |
(2) | Reflects a 1-for-2 reverse stock split which became effective immediately prior to the effectiveness of the issuer's registration statement on February 9, 2012. |
(3) | These securities are held by two limited partnerships, neither of which beneficially owns more than 10% of the issuer's outstanding securities. Each of these limited partnerships is managed by its own general partner. As the majority owner of both of these general partners, the reporting person shares voting and investment power over these securities and therefore may be deemed to beneficially own such shares. The reporting person disclaims beneficial ownership in the shares except to the extent of his pecuniary interest therein. |
(4) | These shares were sold in the issuer's initial public offering that closed on February 15, 2012. This sale price reflects the offering price; the share price received will be reduced by the underwriters' commission of $0.35 per share. |