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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 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 | ||||||||
Common Stock Warrant (right to buy) | $ 0.20 | 11/06/2006 | A(1) | 173,608 | 01/15/2007 | 11/05/2016 | Common Stock | 173,608 | $ 0 | 281,608 | I | Ambient Advisors LLC | |||
Common Stock Warrant (right to buy) | $ 0.20 | 11/06/2006 | A(2) | 550,000 | 01/15/2007 | 11/05/2016 | Common Stock | 550,000 | $ 0 | 831,608 | I | Ambient Advisors LLC | |||
Non-Qualified Stock Option (right to buy) | $ 0.20 | 11/06/2006 | A(3) | 333,333 | 11/14/2006 | 11/05/2016 | Common Stock | 333,333 | $ 0 | 524,583 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Post Gary M AMBIENT ADVISORS LLC 100 NORTH CRESCENT DR., SUITE 305 BEVERLY HILLS, CA 90210 |
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Michael D. Centron, attorney-in-fact for Gary M. Post | 11/08/2006 | |
**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) | Warrant granted pursuant to an advisory agreement dated November 6, 2006 is equal to 1.5 times the quantity of discounted shares valued at $20,833. Warrant vests immediately. |
(2) | Warrants granted pursuant to an advisory agreement dated November 6, 2006. 275,000 warrants vest in four quarterly installments and 275,000 warrants vest in eight quarterly installments commencing January 15, 2007. |
(3) | Options granted pursuant to an advisory agreement dated November 6, 2006. Options vest in six equal installments commencing on November 14, 2006. |