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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 | ||||||||
Warrants | $ 7.5 | 04/01/2013 | 10/02/2017 | Common shares | 3,714,000 | 3,714,000 (4) | I | See Foonotes (2) (3) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Piovanetti Francesco 48 ROAD 165, SUITE 6000, CITY VIEW PLAZA II GUAYNABO, PR 00968-8060 |
X |
/s/ Francesco Piovanetti | 10/18/2013 | |
**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) | These shares of common stock, par value $0.0001 per share, of the Issuer (the "Shares") are held by Arco International Group LLC, a Puerto Rico limited liability company ("AIG"). |
(2) | Mr. Piovanetti is the ultimate beneficiary of AIG and has voting control, investment discretion and dispositive power over the Shares held by AIG. As a result of the foregoing, Mr. Piovanetti may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the Shares held by AIG. |
(3) | Mr. Piovanetti is the ultimate beneficiary of 1,155,520 Shares consisting of: (i) 1,150,000 shares of common stock held by Arco Group LLC ("Arco Group"); (ii) 4,600 shares of common stock held by Bond Street Management LLC; and (iii) 920 shares of common stock held by AIG. Mr. Piovanetti has a majority, controlling interest in Arco Group and, consequently, Mr. Piovanetti has voting control, investment discretion and dispositive power over the shares held by Arco Group. Mr. Piovanetti owns 25% of the outstanding equity interests in Bond Street Management LLC and he has voting control, investment discretion and dispositive power over the shares held by Bond Street Management LLC. |
(4) | Mr. Piovanetti is the ultimate beneficiary of 3,714,000 warrants of the Issuer with an exercise price of $7.50 per share and an expiration date of October 2, 2017, which are held by Arco Group. |