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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CAREAL HOLDING AG UTOQUAI 49 ZURICH, V8 8022 |
X | |||
Haefner Martin UTOQUAI 49 ZURICH, V8 8022 |
X | |||
Bucher-Haefner Eva Maria UTOQUAI 49 ZURICH, V8 8022 |
X |
CAREAL HOLDING AG By: Martin Haefner, Chairman and President By:/s/ Claude Lambert Attorney-in-fact for Martin Haefner | 11/30/2015 | |
**Signature of Reporting Person | Date | |
MARTIN HAEFNER By:/s/ Claude Lambert, attorney-in-fact | 11/30/2015 | |
**Signature of Reporting Person | Date | |
EVA MARIA BUCHER-HAEFNER By:/s/ Claude Lambert, attorney-in-fact | 11/30/2015 | |
**Signature of Reporting Person | Date | |
BIGPOINT HOLDING AG By:/s/ Claude Lambert, attorney-in-fact | 11/30/2015 | |
**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) | On November 26, 2015 Careal Holding AG ("Careal") transferred 37,050,000 shares of Issuer common stock ("Company Stock") to BigPoint Holding AG ("BigPoint"), a company wholly owned by Mr. Haefner, to repurchase shares of Careal held by BigPoint. The transfer described herein was in connection with the Issuer's repurchase of shares of Company Stock from Careal on November 20, 2015. Careal used the cash proceeds from such repurchase, plus additional cash, to repurchase shares of Careal owned by Ms. Bucher-Haefner. These actions allow Mr. Haefner and Ms. Bucher-Haefner to maintain their respective 50% ownership interest in Careal. |
(2) | Reflects securities held directly by Careal. |
(3) | Reflects securities held directly by Martin Haefner. |
(4) | Martin Haefner owns 50% of the shares of Careal. |
(5) | Eva Maria Bucher-Haefner owns 50% of the shares of Careal. |
(6) | Reflects securities held by the spouse of Martin Haefner. |
(7) | Reflects securities held directly by BigPoint, a company wholly owned by Martin Haefner. |
Remarks: Each of the Reporting Persons may be deemed to beneficially own the shares of Common Stock reported herein, but each (other than to the extent of its, his or her direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |