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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 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 | ||||||||
| Common Stock Warrants (Right to Buy) | $ 2 | 09/27/2012 | J(8) | V | 1,510,000 | 03/23/2012 | 03/22/2015 | Common Stock | 1,510,000 | $ 0 | 660,925 | D (4) (9) | |||
| Common Stock Warrants (Right to Buy) | $ 2 | 09/27/2012 | J(8) | V | 500,000 | 03/23/2012 | 03/22/2015 | Common Stock | 500,000 | $ 0 | 500,000 | D (10) | |||
| Common Stock Warrants (Right to Buy) | $ 2 | 09/27/2012 | J(8) | V | 500,000 | 03/23/2012 | 03/22/2015 | Common Stock | 500,000 | $ 0 | 500,000 | D (11) | |||
| Common Stock Warrants (Right to Buy) | $ 2 | 09/27/2012 | J(8) | V | 500,000 | 03/23/2012 | 03/22/2015 | Common Stock | 500,000 | $ 0 | 500,000 | D (12) | |||
| Common Stock Warrants (Right to Buy) | $ 2 | 09/27/2012 | J(8) | V | 10,000 | 03/23/2012 | 03/22/2015 | Common Stock | 10,000 | $ 0 | 10,000 | I (13) | By Koski Management, Inc. | ||
| Common Stock Warrants (Right to Buy) | $ 2 | 09/27/2012 | G(10) | V | 500,000 | 03/23/2012 | 03/22/2015 | Common Stock | 500,000 | $ 0 | 0 | D (10) | |||
| Common Stock Warrants (Right to Buy) | $ 2 | 09/27/2012 | G(10) | V | 500,000 | 03/23/2012 | 03/22/2015 | Common Stock | 500,000 | $ 0 | 500,000 | I (10) | By Trusts | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KOSKI FAMILY LP 1500 WEST UNIVERSITY PARKWAY SARASOTA, FL 34243 |
X | |||
| KOSKI CHRISTINE L 1500 WEST UNIVERSITY PARKWAY SARASOTA, FL 34243 |
X | X | ||
| KOSKI BEVERLY 1500 WEST UNIVERSITY PARKWAY SARASOTA, FL 34243 |
X | |||
| KOSKI ROBERT C 1500 WEST UNIVERSITY PARKWAY SARASOTA, FL 34243 |
X | X | ||
| KOSKI THOMAS L 1500 WEST UNIVERSITY PARKWAY SARASOTA, FL 34243 |
X | |||
| /s/ Mark A. Catchur, as Attorney-in-Fact for CHRISTINE L. KOSKI, BEVERLY KOSKI, KOSKI FAMILY LIMITED PARTNERSHIP, ROBERT C. KOSKI AND THOMAS L. KOSKI | 10/19/2012 | |
| **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) | Shares owned directly by Robert C. Koski. |
| (2) | Shares owned directly by Christine L. Koski. |
| (3) | Shares owned directly by Koski Family Limited Partnership. Shares owned indirectly by Beverly Koski (through Koski Management, Inc. solely owned by Beverly Koski), Christine L. Koski, Robert C. Koski and Thomas L. Koski, each of whom is a general partner of the partnership or the controlling person of a corporate general partner of the partnership. |
| (4) | Each reporting person disclaims beneficial ownership of all indirectly owned securities in excess of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or any other purpose. |
| (5) | Shares owned directly by Thomas L. Koski. |
| (6) | Shares owned by trusts of which Mr. Robert C. Koski is sole trustee. Such trusts are as follows: the Robert Clayton Koski Trust for the benefit of Anthony James Hunter (100,000 shares); the Robert Clayton Koski Trust for the benefit of Hunter Buchanan Koski (100,000 shares); the Robert Clayton Koski Trust for the benefit of Clayton Ward Bennett (100,000 shares); the Robert Clayton Koski Trust for the benefit of Robert Edward Koski (100,000 shares); and the Robert Clayton Koski Trust for the benefit of Elyse Margaux Koski (97,666 shares) (collectively, the "Trusts"). Mr. Koski disclaims beneficial ownership of the shares held by the Trusts. |
| (7) | Shares owned indirectly by Beverly Koski (through Koski Management, Inc). |
| (8) | Represents a distribution of warrants owned by the Koski Family Limited Partnership to its general and limited partners Beverly Koski (through Koski Management, Inc.) (10,000 warrants distributed), Christine L. Koski (500,000 warrants distributed), Robert C. Koski (500,000 warrants distributed) and Thomas L. Koski (500,000 warrants distributed). |
| (9) | Represents warrants owned directly by Koski Family Limited Partnership. Warrants owned indirectly by Beverly Koski (through Koski Management, Inc. solely owned by Beverly Koski), Christine L. Koski, Robert C. Koski and Thomas L. Koski, each of whom is a general partner of the partnership or the controlling person of a corporate general partner of the partnership. |
| (10) | Represents warrants owned directly by Mr. Robert C. Koski following the distribution of the warrants by the Koski Family Limited Partnership to its partners. Immediately following the distribution, Mr. Koski gifted the warrants to each of the existing five Trusts for his children (with each trust receiving warrants to acquire 100,000 shares). Mr. Koski serves as sole trustee with sole voting and dispositive power with respect to the Trusts. As such, the warrants are deemed to be indirectly owned by Mr. Koski. The amount represented as owned indirectly, after taking into consideration the aforementioned gifts, represents the aggregate warrants owned by the Trusts. |
| (11) | Warrants owned directly by Christine L. Koski. |
| (12) | Warrants owned directly by Thomas L. Koski. |
| (13) | Warrants owned indirectly by Beverly Koski (through Koski Management, Inc). |