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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 | ||||||||
Series A Preferred Stock | (6) | 02/29/2012 | C | 19,135 | (6) | (6) | Common Stock | 19,135 | (6) | 0 | I (1) (2) | By EA Private Investments, LLC Liquidating Trust, Eastern Advisors Capital Group, LLC, Trustee (1) (2) | |||
Series B Preferred Stock | (7) | 02/29/2012 | C | 3,407 | (7) | (7) | Common Stock | 3,407 | (7) | 0 | I (1) (2) | By EA Private Investments, LLC Liquidating Trust, Eastern Advisors Capital Group, LLC, Trustee (1) (2) | |||
Series C Preferred Stock | (8) | 02/29/2012 | C | 1,986 | (8) | (8) | Common Stock | 1,986 | (8) | 0 | I (1) (2) | By EA Private Investments, LLC Liquidating Trust, Eastern Advisors Capital Group, LLC, Trustee (1) (2) | |||
Series D Preferred Stock | (9) | 02/29/2012 | C | 139,615 | (9) | (9) | Common Stock | 139,615 | (9) | 0 | I (1) (2) | By EA Private Investments, LLC Liquidating Trust, Eastern Advisors Capital Group, LLC, Trustee (1) (2) | |||
Series E Preferred Stock | (10) | 02/29/2012 | C | 116,119 | (10) | (10) | Common Stock | 116,119 | (10) | 0 | I (1) (2) | By EA Private Investments, LLC Liquidating Trust, Eastern Advisors Capital Group, LLC, Trustee (1) (2) | |||
Series A Preferred Stock | (6) | 02/29/2012 | C | 11,341 | (6) | (6) | Common Stock | 11,341 | (6) | 0 | I (1) (3) | By Eastern Advisors Private Equity Fund, LP (1) (3) | |||
Series A Preferred Stock | (6) | 02/29/2012 | C | 18,659 | (6) | (6) | Common Stock | 18,659 | (6) | 0 | I (1) (4) | By Eastern Advisors Private Equity Fund QP, LP (1) (4) | |||
Series A Preferred Stock | (6) | 02/29/2012 | C | 149,113 | (6) | (6) | Common Stock | 149,113 | (6) | 0 | I (1) (5) | By EA Private Investments, LLC (1) (5) | |||
Series B Preferred Stock | (7) | 02/29/2012 | C | 17,908 | (7) | (7) | Common Stock | 17,908 | (7) | 0 | I (1) (5) | By EA Private Investments, LLC (1) (5) | |||
Series C Preferred Stock | (8) | 02/29/2012 | C | 10,437 | (8) | (8) | Common Stock | 10,437 | (8) | 0 | I (1) (5) | By EA Private Investments, LLC (1) (5) | |||
Series D Preferred Stock | (9) | 02/29/2012 | C | 817,515 | (9) | (9) | Common Stock | 817,515 | (9) | 0 | I (1) (5) | By EA Private Investments, LLC (1) (5) | |||
Series E Preferred Stock | (10) | 02/29/2012 | C | 610,273 | (10) | (10) | Common Stock | 610,273 | (10) | 0 | I (1) (5) | By EA Private Investments, LLC (1) (5) | |||
Series A Preferred Stock | (6) | 02/29/2012 | C | 56,635 | (6) | (6) | Common Stock | 56,635 | (6) | 0 | I (1) (11) | By EAPE Holdings, LLC (1) (11) | |||
Series A Preferred Stock | (6) | 02/29/2012 | C | 93,180 | (6) | (6) | Common Stock | 93,180 | (6) | 0 | I (1) (12) | By EAPEQ Holdings, LLC (1) (12) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BOOTH SCOTT C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X | |||
Eastern Advisors Capital Group LLC C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X | |||
EA Private Investments, LLC Liquidating Trust C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X | |||
EA Private Investments, LLC C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X | |||
EAGP Advisors, LLC C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X | |||
EA Private Fund GP, LP C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X | |||
Eastern Advisors Private Equity Fund, LP C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X | |||
Eastern Advisors Private Equity Fund QP, LP C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X | |||
EAPE Holdings, LLC C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X | |||
EAPEQ Holdings, LLC C/O EASTERN ADVISORS 101 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10178 |
X |
/s/ Scott Booth | 02/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth, managing member of Eastern Advisors Capital Group, LLC | 02/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth, managing member of Eastern Advisors Capital Group, LLC, trustee of EA Private Investments, LLC Liquidating Trust | 02/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth, managing member of Eastern Advisors Capital Group, LLC, manager of EA Private Investments, LLC | 02/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth, managing member of EAGP Advisors LLC | 02/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth, managing member of EAGP Advisors LLC, general partner of EA Private Fund GP, LP | 02/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth, managing member of EAGP Advisors LLC, general partner of EA Private Fund GP, LP, general partner of Eastern Advisors Private Equity Fund, LP | 02/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth, managing member of EAGP Advisors LLC, general partner of EA Private Fund GP, LP, general partner of Eastern Advisors Private Equity Fund QP, LP | 02/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth, managing member of EAGP Advisors LLC, general partner of EA Private Fund GP, LP, general partner of Eastern Advisors Private Equity Fund, LP, managing member of EAPE Holdings, LLC | 02/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Scott Booth, managing member of EAGP Advisors LLC, general partner of EA Private Fund GP, LP, general partner of Eastern Advisors Private Equity Fund QP, LP, managing member of EAPEQ Holdings, LLC | 02/29/2012 | |
**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) | Each of Scott Booth, EAGP Advisors LLC, EA Private Fund GP, LP, Eastern Advisors Private Equity Fund, LP, Eastern Advisors Private Equity Fund QP, LP, EAPE Holdings, LLC, EAPEQ Holdings, LLC, Eastern Advisors Capital Group, LLC, EA Private Investments, LLC Liquidating Trust, and EA Private Investments, LLC (collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that such Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(2) | The reported securities are directly owned by EA Private Investments, LLC Liquidating Trust ("EA Trust"). Eastern Advisors Capital Group, LLC is the trustee of EA Trust. Scott Booth is the managing member of Eastern Advisors Capital Group, LLC and has voting and dispositive power over the shares held by EA Trust. Eastern Advisors Capital Group, LLC and Scott Booth receive no compensation from EA Trust and, therefore, have no pecuniary interest in such securities other than any direct or indirect investments in EA Trust. |
(3) | The reported securities are directly owned by Eastern Advisors Private Equity Fund, LP ("LP Fund"). EA Private Fund GP, LP, as general partner of LP Fund, EAGP Advisors LLC, as the general partner of EA Private Fund GP, LP, and Scott Booth may be deemed to have an indirect pecuniary interest in such securities due to the performance-based allocation from LP Fund and any direct or indirect partnership interests in LP Fund. Eastern Advisors Capital Group, LLC, as investment manager to LP Fund, receives an asset-based management fee from LP Fund and, therefore, has no pecuniary interest therein other than any direct or indirect partner interests in LP Fund. Scott Booth is the managing member of each of Eastern Advisors Capital Group, LLC and EAGP Advisors LLC and has voting and dispositive power over the shares held by LP Fund. |
(4) | The reported securities are directly owned by Eastern Advisors Private Equity Fund QP, LP ("QP Fund"). EA Private Fund GP, LP, as general partner of QP Fund, EAGP Advisors LLC, as the general partner of EA Private Fund GP, LP, and Scott Booth may be deemed to have an indirect pecuniary interest in such securities due to the performance-based allocation from QP Fund and any direct or indirect partnership interests in QP Fund. Eastern Advisors Capital Group, LLC, as investment manager to QP Fund, receives an asset-based management fee from QP Fund and, therefore, has no pecuniary interest therein other than any direct or indirect partner interests in QP Fund. Scott Booth is the managing member of each of Eastern Advisors Capital Group, LLC and EAGP Advisors LLC and has voting and dispositive power over the shares held by QP Fund. |
(5) | The reported securities are directly owned by EA Private Investments, LLC ("Private Investments"). Eastern Advisors Capital Group, LLC is the manager of Private Investments. Scott Booth is the managing member of Eastern Advisors Capital Group, LLC and has voting and dispositive power over the shares held by Private Investments. Eastern Advisors Capital Group, LLC, as manager to Private Investments, receives an asset-based management fee from Private Investments and, therefore, has no pecuniary interest in the securities held by Private Investments. Scott Booth has no pecuniary interest in the securities held by Private Investments for being the managing member of Eastern Advisors Capital Group, LLC, but has a pecuniary interest in the securities held by Private Investments due to a performance based allocation paid by Private Investments to EAPI Advisors LLC, an entity in which he has an investment and any direct or indirect investment in Private Investments. |
(6) | The Series A Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
(7) | The Series B Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
(8) | The Series C Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
(9) | The Series D Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
(10) | The Series E Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
(11) | The reported securities are directly owned by EAPE Holdings, LLC ("EAPE"). Eastern Advisors Capital Group, LLC is the investment manager of LP Fund, which is the managing member of EAPE. EAGP Advisors LLC is the general partner of EA Private Fund GP, LP, which is the general partner of LP Fund, which is the managing member of EAPE. Scott Booth is the managing member of each of Eastern Advisors Capital Group, LLC and EAGP Advisors LLC and has voting and dispositive power over the shares held by EAPE. None of Scott Booth, EAGP Advisors LLC, EA Private Fund GP, LP, LP Fund or Eastern Advisors Capital Group, LLC receives compensation from EAPE. LP Fund has a pecuniary interest in such securities held by EAPE due to its member interest in EAPE. EA Private Fund GP, LP, EAGP Advisors LLC and Scott Booth may be deemed to have an indirect pecuniary interest in such securities due to the performance-based allocation from LP Fund and any direct or indirect interest in EAPE. |
(12) | The reported securities are directly owned by EAPEQ Holdings, LLC ("EAPEQ"). Eastern Advisors Capital Group, LLC is the investment manager of QP Fund, which is the managing member of EAPEQ. EAGP Advisors LLC is the general partner of EA Private Fund GP, LP, which is the general partner of QP Fund, which is the managing member of EAPEQ. Scott Booth is the managing member of each of Eastern Advisors Capital Group, LLC and EAGP Advisors LLC and has voting and dispositive power over the shares held by EAPEQ. None of Scott Booth, EAGP Advisors LLC, EA Private Fund GP, LP, QP Fund or Eastern Advisors Capital Group, LLC receives compensation from EAPEQ. QP Fund has a pecuniary interest in such securities held by EAPEQ due to its member interest in EAPEQ. EA Private Fund GP, LP, EAGP Advisors LLC and Scott Booth may be deemed to have an indirect pecuniary interest in such securities due to the performance-based allocation from QP Fund and any direct or indirect interest in EAPEQ. |
Remarks: The Reporting Persons, together with EAPE Holdings II, LP and EAPEQ Holdings II, LP, may be deemed to be a Rule 13d-5 group with beneficial ownership of more than 10% of a class of the Issuer's equity securities registered under Section 12 of the Exchange Act. |