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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 | ||||||||
1.5% Senior Secured Convertible Note Due 2017 | $ 7.0682 | 07/29/2015 | J(3) | $ 15,000,000 | (3) | (3) | Common Stock | $ 15,000,000 (3) | $ 0 | $ 0 (3) | D | ||||
1.5% Senior Secured Convertible Note Due 2017 | $ 3.08 | 07/29/2015 | J(4) | $ 10,000,000 | (4) | (4) | Common Stock | $ 10,000,000 (4) | $ 0 | $ 0 (4) | D | ||||
1.5% Senior Secured Convertible Note Due 2017 | $ 3.08 | 07/29/2015 | J(3) | $ 20,000,000 | (3) | (3) | Common Stock | $ 20,000,000 (3) | $ 0 | $ 0 (3) | D | ||||
1.5% Senior Secured Convertible Note Due 2017 | $ 7.0682 | 07/29/2015 | J(3) | $ 8,300,751.86 | (3) | (3) | Common Stock | $ 8,300,751.86 (3) | $ 0 | $ 0 (3) | D | ||||
1.5% Senior Secured Convertible Note Due 2017 | $ 4.11 | 07/29/2015 | J(3) | $ 10,850,000 | (3) | (3) | Common Stock | $ 10,850,000 (3) | $ 0 | $ 0 (3) | D | ||||
1.5% Senior Secured Convertible Note Due 2017 | $ 4.11 | 07/29/2015 | J(3) | $ 10,850,000 | (3) | (3) | Common Stock | $ 10,850,000 (3) | $ 0 | $ 0 (3) | D | ||||
1.5% Senior Secured Convertible Note Due 2017 | $ 3.08 | 07/29/2015 | P(5) | $ 5,000,751.86 | (6) | (6) | Common Stock | $ 5,000,751.86 (6) | $ 0 | $ 5,000,751.86 | D | ||||
Warrants (right to buy) | $ 0.01 | 07/29/2015 | P(1) | 128,205 | (8) | 07/29/2020 | Common Stock | 128,205 (8) | $ 0 | 128,205 (8) | D | ||||
Warrants (right to buy) | $ 0.01 | 07/29/2015 | P(9) | 2,000,000 | (8) | 07/29/2020 | Common Stock | 2,000,000 (8) | $ 0 | 2,000,000 (8) | D | ||||
Warrants (right to buy) | $ 0.01 | 07/29/2015 | P(9) | 0 (7) | (8) | 07/29/2020 | Common Stock | 0 (7) | $ 0 | 0 (7) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TOTAL ENERGIES NOUVELLES ACTIVITES USA 24 COURS MICHELET PUTEAUX, I0 92800 |
X | X | Director by Deputization |
/s/ Jean-Marc Otero, Managing Director | 07/31/2015 | |
**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) | Purchase was pursuant to that certain Securities Purchase Agreement dated as of July 24, 2015 by and between the Issuer and the purchasers set forth therein, including the Reporting Person (the "Purchase Agreement"). |
(2) | Shares were issued in exchange for certain Convertible Notes as listed in Table II below, and pursuant to that certain Exchange Agreement dated as of July 26, 2015 by and between the Issuer and the investors set forth therein, including the Reporting Person (the "Exchange Agreement"). |
(3) | Note was cancelled pursuant to the Exchange Agreement and that certain Request For Cancellation of Convertible Notes dated July 29, 2015 delivered by the Reporting Person to the Issuer (the "Cancellation Request"). |
(4) | Note was cancelled pursuant to the Exchange Agreement and the Cancellation Request. The Issuer's obligations under the note were cancelled upon the issuance of a new 1.5% Senior Secured Convertible Note Due 2017. |
(5) | Issued pursuant to the Exchange Agreement and the Cancellation Request. The Issuer's obligations under the original note were cancelled upon the issuance of this new 1.5% Senior Secured Convertible Note Due 2017. |
(6) | The principal amount of this note is $5,000,751.86. The note is convertible only in those circumstances described in the note. The Final Maturity Date as defined in the note is March 1, 2017. |
(7) | The shares underlying this warrant will be determined upon satisfaction of the Exercise Condition as described in the warrant. |
(8) | This warrant is exercisable upon satisfaction of the Exercise Condition as described in the warrant. |
(9) | Warrant was issued in connection with the Exchange Agreement. |
Remarks: The transactions of the securities reported on this form were pre-approved by the Issuer's board of directors pursuant to Rule 16b-3. |