UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C-3 Preferred Stock | Â (1) | Â (2) | Common Stock | 370,925 (3) | $ (3) | D | Â |
Common Stock Warrant (right to buy) | Â (1) | 04/25/2010 | Common Stock | 3,310 (4) | $ 9 (4) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BF Saul CO Employees Profit Sharing Retirement Trust C/O CHEVY CHASE BANK 7501 WISCONSIN AVENUE, SUITE 1500 BETHESDA, MD 20814-6522 |
 |  X |  |  |
/s/ Stephen R. Halpin, Jr., Trustee | 06/13/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Immediately. |
(2) | Not applicable. |
(3) | Pursuant to a 1-for-4 reverse stock split of the issuer's Common Stock effectuated on May 4, 2005, each share of Series C-3 Preferred Stock will automatically convert into 0.25 shares of Common Stock immediately prior to the closing of the issuer's initial public offering to occur on or around June 17, 2005. |
(4) | Calculated based on an assumed exercise price of $9.00 per share, the mid-point of the price range of the issuer's initial public offering. The number of shares issuable upon the exercise of this warrant may be calculated by dividing $29,798 by the exercise price per share. The exercise price will be set at the price per share paid by the investors in the issuer's initial public offering. |