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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 | $ 1.19 | 02/23/2005 | X | 2,361 | 03/29/2002 | 03/29/2012 | Common Stock | 1,983,840 | (4) | 0 | I | See footnote (6) | |||
Common Stock Warrants | $ 1.19 | 02/23/2005 | X | 36,323 | 05/21/2001 | 05/21/2006 | Common Stock | 167,880 | (5) | 0 | I | See footnote (6) | |||
Common Stock Warrants | $ 1.19 | 02/23/2005 | X | 5,730 | 03/29/2002 | 03/29/2012 | Common Stock | 4,815,286 | (4) | 0 | I | See footnote (7) | |||
Common Stock Warrants | $ 1.19 | 02/23/2005 | X | 72,302 | 05/21/2001 | 05/21/2006 | Common Stock | 334,169 | (5) | 0 | I | See footnote (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DAVIDSON CHARLES E C/O WEXFORD CAPITAL LLC 411 WEST PUTNAM AVENUE GREENWICH, CT 06830 |
X |
/s/ Charles E. Davidson | 03/02/2005 | |
**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) | These shares are beneficially owned by seven entities (the "Wexford Entities") for which Wexford Capital LLC ("Wexford") serves as either investment manager, manager or sub-advisor. The Reporting Person is President, Managing Member and a controlling member of Wexford. The Reporting Person disclaims beneficial ownership of these shares for purposes of Rule 16(a)-(3)(a) promulgated under the Securities Exchange Act of 1934. |
(2) | These shares are beneficially owned by CD Holding Company LLC (CDH"), a limited liability company of which the Reporting Person is the sole manager and a controlling person. |
(3) | These shares are beneficially owned in an IRA for the benefit of the Reporting Person (the "IRA"). |
(4) | These Warrants were issued in connection with the purchase of Units, each comprised of (i) one share of Cumulative Preferred Stock, Series A, par value $0.01 per share, and (ii) one warrant to initially acquire 250 shares of Common Stock, par value $0.01 per share of the Issuer, at a purchase price of $1,000 per Unit. The Warrants were subsequently affected by anti-dilution provisions giving the holder the right to acquire additional shares of Common Stock upon their exercise. |
(5) | These Warrants were initially acquired by Gulfport Funding LLC ("Gulfport"), a limited liability company managed by Wexford, in connection with a loan made by Gulfport to the Issuer. Gulfport was subsequently liquidated and its Warrants distributed to its members, including the Wexford Entities. |
(6) | Such Warrants were owned by the Wexford Entities. |
(7) | Such Warrants were owned by CDH. |
(8) | Such Warrants were owned by the IRA. |
(9) | The purchase price was paid by the redemption of shares of Cumulative Preferred Stock, Series A, par value $0.01 per share, owned by the beneficial owners reported herein, at a price of $1,000 per share. |