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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 | ||||||||
Series D Preferred Stock | (1) | 02/19/2014 | C | 335,100 | (1) | (1) | Common Stock | 16,914 (5) | $ 0 | 0 | I | By Hampshire Asset Managements, LLC (6) | |||
Series D Preferred Stock | (1) | 02/19/2014 | C | 2,290,600 | (1) | (1) | Common Stock | 115,656 (5) | $ 0 | 0 | I | By KM Healthcare Holdings (7) | |||
Series D-1 Preferred Stock | (2) | 02/19/2014 | C | 181,000 | (2) | (2) | Common Stock | 11,828 (5) | $ 0 | 0 | I | By Hampshire Healthcare Partners (8) | |||
Series E Preferred Stock | (3) | 02/19/2014 | C | 319,542 | (3) | (3) | Common Stock | 14,087 (5) | $ 0 | 0 | I | By Hampshire Healthcare Partners (8) | |||
Series F Preferred Stock | (4) | 02/19/2014 | C | 5,000,000 | (4) | (4) | Common Stock | 1,250,000 (5) | $ 0 | 0 | I | By Hampshire Med Tech Partners, LP (9) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kipke Arthur Karl C/O HAMPSHIRE GROUP, LLC, 500 PLAZA ON THE LAKE, SUITE #103 AUSTIN, TX 78746 |
X |
/s/Jonathan Ursprung | 02/21/2014 | |
**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) | Each share of Series D Convertible Preferred Stock converted into 1.3014 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series D Convertible Preferred Stock of the Issuer and had no expiration date. |
(2) | Each share of Series D-1 Convertible Preferred Stock converted into 1.6834 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series D-1 Convertible Preferred Stock of the Issuer and had no expiration date. |
(3) | Each share of Series E Convertible Preferred Stock converted into 1.1363 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series E Convertible Preferred Stock of the Issuer and had no expiration date. |
(4) | Each share of Series F Convertible Preferred Stock converted into 6.44370 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series F Convertible Preferred Stock of the Issuer and had no expiration date. |
(5) | Reflects a 1-for-25.7746 reverse split of the Issuer's common stock effected on February 11, 2014. |
(6) | Shares held by Hampshire Asset Managements, LLC, of which the Reporting Person is the presdent. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein. |
(7) | Shares held by KM Healthcare Holdings LP. The Reporting Person shares voting and dispositive power with the general partner of KM Healthcare Holdings LP. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein. |
(8) | Shares held by Hampshire Healthcare Partners LP, of which the Reporting Person is the managing member of the general partner, Hampshire Special Opportunities, LLC. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein. |
(9) | Shares held by Hampshire Med Tech Partners, LP, of which the Reporting Person is the managing member of the general partner, Hampshire Med Tech Partners GP, LLC. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein. |