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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 | ||||||||
Warrant (right to buy) | $ 4 | 04/07/2006 | P | 550,127 | 04/07/2006 | 09/26/2011 | Common Stock | 550,127 | $ 1 | 550,127 | I | (1) | |||
Warrant (right to buy) | $ 4 | 04/07/2006 | P | 67,084 | 04/07/2006 | 09/26/2011 | Common Stock | 67,084 | $ 0.01 | 67,084 | I | (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019 |
X | X | ||
MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019 |
X | |||
MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019 |
X | |||
MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019 |
X |
Mark H. Rachesky, MD | 04/10/2006 | |
**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). |
Remarks: (1) These securities are held for (i) the account of MHR Capital Partners Master Account LP, an Anguila limited partnership ("Master Account"), as an assignee from MHR Capital Partners (500) LP, a Delaware limited partnership ("Capital Partners (500)"), and (ii) the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of each of Master Account and Capital Partners (100). Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account and Capital Partners (100). The Reporting Persons may be deemed to beneficially own other securities of the issuer, all as previously reported on the Form 3 dated March 31, 2005, and the Forms 4 dated September 23, 2005 and January 30, 2006. (2) These securities are held for the accounts of each of Master Account, Capital Partners (100), MHR Institutional Partners II LP ("Institutional Partners II"), a Delaware limited partnership, and MHR Institutional Partners IIA LP ("Institutional Partners IIA"), a Delaware limited partnership. MHR Institutional Advisors II LLC ("Institutional Advisors II"), a Delaware limited liability company, is the general partner of each of Institutional Partners II and Institutional Partners IIA. Dr. Rachesky is the managing member of each of Advisors and Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the accounts of each of Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA. The Reporting Persons may be deemed to beneficially own other securities of the issuer, all as previously reported on the Form 3 dated March 31, 2005, and the Forms 4 dated September 23, 2005 and January 30, 2006. |