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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 | |
Victory Park Capital Advisors, LLC 227 W. MONROE STREET, SUITE 3900 CHICAGO, IL 60606 |
Final/Less than 10% Owner | |||
Victory Park Master Fund, Ltd. C/O WALKERS SPV LIMITED, WALKER HOUSE 87 MARY STREET, GEORGE TOWN GRAND CAYMAN, E9 KY1 9002 |
Final/Less than 10% Owner | |||
Jacob Capital, L.L.C. 227 W. MONROE STREET, SUITE 3900 CHICAGO, IL 60606 |
Final/Less than 10% Owner | |||
Levy Richard N 227 W. MONROE STREET, SUITE 3900 CHICAGO, IL 60606 |
Final/Less than 10% Owner |
/s/ Richard Levy, By: Victory Park Credit Opportunities Master Fund, Ltd., By: Richard Levy, Its: Attorney-in-fact | 11/24/2009 | |
**Signature of Reporting Person | Date | |
/s/ Richard Levy, By: Jacob Capital, L.L.C ., By: Richard Levy, Its: Sole Member | 11/24/2009 | |
**Signature of Reporting Person | Date | |
/s/ Richard Levy, By: Victory Park Capital Advisors, LLC, By: Jacob Capital, L.L.C., Its: Manager, By: Richard Levy, Sole Member | 11/24/2009 | |
**Signature of Reporting Person | Date | |
/s/ Richard Levy, By: Richard Levy | 11/24/2009 | |
**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) | Represents a sale price of $9.79 per share, plus approximately $0.0979 per share in fees, for an aggregate of approximately $9.8879 per share. |
(2) | 400,000 of the reported securities are owned directly by Victory Park Special Situations Master Fund, Ltd. ("Special Situations Fund") and 3,452,237 of such securities are owned directly by Victory Park Credit Opportunities Master Fund, Ltd. ("Credit Opportunities Fund", and together with Special Situations Fund, the "Funds") and indirectly by (i) Victory Park Capital Advisors, LLC as the investment manager for the Funds, (ii) Jacob Capital, L.L.C., as the manager of Victory Park Capital Advisors, LLC and (iii) Richard Levy, as the sole member of Jacob Capital, L.L.C. Victory Park Capital Advisors, LLC, Jacob Capital, L.L.C. and Richard Levy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. The Funds have entered into an agreement with the Issuer to sell such reported securities to the Issuer upon the completion of the Issuer's business combination. |
(3) | By Victory Park Special Situations Master Fund, Ltd. and Victory Park Credit Opportunities Master Fund, Ltd. |
Remarks: This report is filed jointly by Victory Park Credit Opportunities Master Fund, Ltd., Jacob Capital, L.L.C., Victory Park Capital Advisors, LLC and Richard Levy. By Victory Park Special Situations Master Fund, Ltd. and Victory Park Credit Opportunities Master Fund, Ltd. |