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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Siemens Hearing Instruments, Inc. 10 CONSTITUTION AVE PISCATAWAY, NJ 08855 |
 |  X |  |  |
SIEMENS AKTIENGESELLSCHAFT WITTELSBACHERPLATZ 2 MUNICHÂ D-80333 |
 |  X |  |  |
/s/ Ms. Christi M. Pedra for SIEMENS HEARING INSTRUMENTS, INC. | 01/02/2009 | |
**Signature of Reporting Person | Date | |
/s/ Mr. Nicolau Gaeta for SIEMENS HEARING INSTRUMENTS, INC. | 01/02/2009 | |
**Signature of Reporting Person | Date | |
/s/ Dr. Werner Paul Schick for SIEMENS AKTIENGESELLSCHAFT | 01/02/2009 | |
**Signature of Reporting Person | Date | |
/s/ Mr. Lothar Wilisch for SIEMENS AKTIENGESELLSCHAFT | 01/02/2009 | |
**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) | Pursuant to a Stock Purchase Agreement dated as of December 23, 2008 by and between HearUSA, Inc. (the "Issuer") and Siemens Hearing Instruments, Inc. ("Siemens Hearing"), Siemens Hearing agreed to convert $3,840,000 of pre-existing debt owed to Siemens Hearing by the Issuer into 6,400,000 shares of the Issuer's common stock (the "Shares"). |
(2) | Siemens Hearing is an indirect wholly-owned subsidiary of Siemens Aktiengesellschaft ("Siemens AG"). Siemens Hearing has sole voting and dispositive power with respect to the Shares of the Issuer's common stock held by Siemens Hearing. However, Siemens AG may be deemed to have beneficial ownership over the Shares by virtue of its control over Siemens Hearing. Siemens AG controls Siemens Hearing through its wholly-owned subsidiary Siemens Beteiligungen USA GmbH ("SIBUSA"), SIBUSA's wholly-owned subsidiary Siemens USA Holdings, Inc. (" SUSA"), SUSA's wholly-owned subsidiary Siemens Corporation ("Siemens Corp") and Siemens Corp's wholly-owned subsidiary Siemens Medical Solutions USA, Inc., of which Siemens Hearing is a wholly-owned subsidiary. |