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Item 1.
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(a)
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Name of Issuer
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GeoPharma Incorporated
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(b)
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Address of Issuers Principal Executive Offices
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6950 Bryan Dairy Rd
Largo, FL 33777
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Item 2.
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(a)
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Name of Person Filing
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This statement is filed by:
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(i)
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Whitebox Advisors, LLC, a Delaware limited liability company (WA);
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(ii)
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Whitebox Convertible Arbitrage Advisors, LLC, a Delaware limited liability company (WCAA);
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(iii)
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Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (WCAP);
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(iv)
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Whitebox Concentrated Convertible Arbitrage Fund, L.P., a Delaware limited partnership (WCCAFLP);
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(v)
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Whitebox Concentrated Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company (WCCAFLTD);
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(vi)
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Cineasias Partners, L.P., a British Virgin Islands limited partnership (CP);
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(vii)
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Whitebox Convertible Arbitrage Fund, L.P., a Delaware limited partnership (WCAFLP);
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(viii)
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Whitebox Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company (WCAFLTD);
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(ix)
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Whitebox Combined Advisors, LLC, a Delaware limited liability company (WCA);
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(x)
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Whitebox Combined Partners, L.P., a British Virgin Islands limited partnership (WCP);
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(xi)
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Whitebox Multi-Strategy Fund, L.P., a Delaware limited partnership (WMSFLP);
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(xii)
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Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (WMSFLTD);
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(xiii)
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F-Cubed Partners, L.P., a British Virgin Islands limited partnership (FCP);
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(xiv)
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Whitebox Combined Fund, L.P., a Delaware limited partnership (WCFLP);
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(xv)
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Whitebox Combined Fund, Ltd., a British Virgin Islands international business company (WCFLTD);
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(xvi)
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Whitebox Hedged High Yield Advisors, LLC, a Delaware limited liability company (WHHYA);
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(xvii)
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Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (WHHYP);
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(xviii)
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Whitebox Credit Arbitrage Fund, L.P., a Delaware limited partnership (WCRAFLP);
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(xix)
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Whitebox Credit Arbitrage Fund, Ltd., a British Virgin Islands international business company (WCRAFLTD);
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(xx)
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DRE Partners, L.P., a British Virgin Islands limited partnership (DP);
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(xxi)
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Whitebox Hedged High Yield Fund, L.P., a Delaware limited partnership (WHHYFLP);
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(xxii)
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Whitebox Hedged High Yield Fund, Ltd., a British Virgin Islands international business company (WHHYFLTD);
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(xxiii)
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Pandora Select Advisors, LLC, a Delaware limited liability company (PSA);
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(xxiv)
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Pandora Select Partners, L.P., a British Virgin Islands limited partnership (PSP);
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(xxv)
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Pandora Select Fund, L.P., a Delaware limited partnership (PSFLP);
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(xxvi)
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Pandora Select Fund, Ltd., a British Virgin Islands international business company (PSFLTD);
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(xxvii)
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Whitebox Special Opportunities Advisors, LLC, a Delaware limited liability company (WSOPA);
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(xxviii)
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Whitebox Special Opportunities Fund, L.P., a Delaware Series limited partnership (WSOPFLP);
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(xxix)
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Whitebox Special Opportunities Fund SPC, Ltd., a British Virgin Islands Segregated Portfolio Company (WSOPFLTD);
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(xxx)
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Whitebox Special Opportunities Fund, L.P, Series B, a Delaware Series limited partnership (WSOPFLPB);
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(xxxi)
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Whitebox Special Opportunities Fund, Ltd. Segregated Portfolio B, a British Virgin Islands Segregated Portfolio Company (WSOPFLTDB).
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(xxxii)
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IAM Mini-Fund 14 Limited, a Cayman Islands Corporation (IAM);
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the business office of WA, WCAA, WCCAFLP, WCAFLP, WCA, WMSFLP, WCFLP, WHHYA, WCRAFLP, WHHYFLP, PSA, PSFLP, WSOPA, WSOPFLP, and WSOPFLPB is:
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3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
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The address of the business office of WCAP, WCCAFLTD, CP, WCAFLTD, WCP, WMSFLTD, FCP, WCFLTD, WHHYP, WCRAFLTD, DP, WHHYFLTD, PSP, PSFLTD, WSOPFLTD, and WSOPFLTDB is:
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Trident Chambers, P.O. Box 146
Waterfront Drive, Wickhams Cay
Road Town, Tortola, British Virgin Islands
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The address of the business office of IAM is:
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IAM Mini-Fund 14 Limited
Boundary Hall, Cricket Square
George Town, Grand Cayman, KY1-1102 Cayman Islands
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(c)
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Citizenship
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WA, WCAA, WCCAFLP, WCAFLP, WCA, WMSFLP, WCFLP, WHHYA, WCRAFLP, WHHYFLP, PSA, PSFLP, WSOPA, WSOPFLP, and WSOPFLPB are organized under the laws of the State of
Delaware; WCAP, WCCAFLTD, CP, WCAFLTD, WCP, WMSFLTD, FCP, WCFLTD, WHHYP, WCRAFLTD, DP, WHHYFLTD, PSP, PSFLTD, WSOPFLTD, and WSOPFLTDB are organized under the laws of the British Virgin Islands; IAM is organized under the laws of the Cayman Islands.
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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37250A106
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act.
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act.
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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x
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned
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WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 2,097,281 shares of Common Stock of the Companys Amended.
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WCAA, is deemed to beneficially own 354,888 Shares of Common Stock of the company.
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WCAP is deemed to beneficially own 157,293 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WCCAFLP is deemed to beneficially own 157,293 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WCCAFLTD is deemed to beneficially own 157,293 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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CP is deemed to beneficially own 197,594 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the company
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WCAFLP is deemed to beneficially own 197,594 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WCAFLTD is deemed to beneficially own 197,594 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WCA, is deemed to beneficially own 634,375 Shares of Common Stock of the company.
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WCP is deemed to beneficially own 352,304 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WMSFLP is deemed to beneficially own 352,304 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WMSFLTD is deemed to beneficially own 352,304 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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FCP is deemed to beneficially own 282,071 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WCFLP is deemed to beneficially own 282,071 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WCFLTD is deemed to beneficially own 282,071 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WHHYA is deemed to beneficially own 306,953 Shares of Common Stock of the company.
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WHHYP is deemed to beneficially own 108,747 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WCRAFLP is deemed to beneficially own 108,747 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WCRAFLTD is deemed to beneficially own 108,747 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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DP is deemed to beneficially own 198,206 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the company
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WHHYFLP is deemed to beneficially own 198,206 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WHHYFLTD is deemed to beneficially own 198,206 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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PSA, is deemed to beneficially own 168,439 Shares of Common Stock of the company.
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PSP is deemed to beneficially own 168,439 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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PSFLP is deemed to beneficially own 168,439 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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PSFLTD is deemed to beneficially own 168,439 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WSOPA is deemed to beneficially own 583,111 Shares of Common Stock of the company.
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WSOPFLP is deemed to beneficially own 583,111 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WSOPFLTD is deemed to beneficially own 583,111 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WSOPFLPB is deemed to beneficially own 583,111 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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WSOPFLTDB is deemed to beneficially own 583,111 shares of Common Stock as a result of its indirect ownership of Convertible Bonds and Common Stock of the
company
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IAM, is deemed to beneficially own 49,515 Shares of Common Stock of the company
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As a result of the relationship described in this statement, each of WA, WCAA, WCCAFLP, WCCAFLTD, WCAFLP, WCAFLTD, WCA, WMSFLP, WMSFLTD, WCFLP, WCFLTD, WHHYA,
WCRAFLP, WCRAFLTD, WHHYFLP, WHHYFLTD, PSA, PSFLP, PSFLTD, WSOPA, WSOPFLTDB, and WSOPFLPB may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by each of WCAP, CP, WCP, FCP, WHHYP, DP, PSP, WSOPFLP,
and IAM. WA, WCAA, WCCAFLP, WCCAFLTD, WCAFLP, WCAFLTD, WCA, WMSFLP, WMSFLTD, WCFLP, WCFLTD, WHHYA, WCRAFLP, WCRAFLTD, WHHYFLP, WHHYFLTD, PSA, PSFLP, PSFLTD, WSOPA, WSOPFLPB, and WSOPFLTDB each disclaim indirect beneficial ownership of the shares of
Common Stock except to the extent of their pecuniary interest in such shares.*
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Based on the relationships described herein, these entities may be deemed to constitute a group within the meaning Of Rule 13d-5(b)(1) under the
Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that WA, WCAA, WCAP, WCCAFLP, WCCAFLTD, CP, WCAFLP, WCAFLTD, WCA, WCP, WMSFLP, WMSFLTD, FCP, WCFLP, WCFLTD, WHHYA, WHHYP, WCRAFLP, WCRAFLTD, DP,
WHHYFLP, WHHYFLTD, PSA, PSP, PSFLP, PSFLTD, WSOPA, WSOPFLP, WSOPFLTD, WSOPFLPB, WSOPFLTDB and IAM are a group, or have agreed to act as a group.*
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(b)
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Percent of Class
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WA beneficially owns 9.99 % of the companys Common Stock.*
WCAA is deemed to beneficially own 1.69 % of the companys Common Stock
WCAP is deemed to beneficially own 0.75 % of the companys Common
Stock
WCCAFLP is deemed to beneficially own 0.75 % of the companys
Common Stock
WCCAFLTD is deemed to beneficially own 0.75 % of the
companys Common Stock
CP is deemed to beneficially own 0.94 % of the
companys Common Stock
WCAFLP is deemed to beneficially own 0.94 % of
the companys Common Stock
WCAFLTD is deemed to beneficially own 0.94
% of the companys Common Stock
WCA is deemed to beneficially own
3.02 % of the companys Common Stock
WCP is deemed to beneficially
own 1.68 % of the companys Common Stock
WMSFLP is deemed to
beneficially own 1.68 % of the companys Common Stock
WMSFLTD is
deemed to beneficially own 1.68 % of the companys Common Stock
FCP
is deemed to beneficially own 1.34 % of the companys Common Stock
WCFLP is deemed to beneficially own 1.34 % of the companys Common Stock
WCFLTD is deemed to beneficially own 1.34 % of the companys Common Stock
WHHYA is deemed to beneficially own 1.46 % of the companys Common Stock
WHHYP is deemed to beneficially own 0.52 % of the companys Common Stock
WCRAFLP is deemed to beneficially own 0.52 % of the companys Common
Stock
WCRAFLTD is deemed to beneficially own 0.52 % of the companys
Common Stock
DP is deemed to beneficially own 0.94 % of the companys
Common Stock
WHHYFLP is deemed to beneficially own 0.94 % of the
companys Common Stock
WHHYFLTD is deemed to beneficially own 0.94 %
of the companys Common Stock
PSA is deemed to beneficially own 0.80
% of the companys Common Stock
PSP is deemed to beneficially own
0.80 % of the companys Common Stock
PSFLP is deemed to beneficially
own 0.80 % of the companys Common Stock
PSFLTD is deemed to
beneficially own 0.80 % of the companys Common Stock
WSOPA is deemed
to beneficially own 2.78 % of the companys Common Stock
WSOPFLP is
deemed to beneficially own 2.78 % of the companys Common Stock
WSOPFLTD is deemed to beneficially own 2.78 % of the companys Common Stock
WSOPFLPB is deemed to beneficially own 2.78 % of the companys Common Stock
WSOPFLTDB is deemed to beneficially own 2.78 % of the companys Common Stock
IAM beneficially owns 0.24 % of the companys Common Stock.*
The percentage of Common Stock reportedly owned by each entity herein is based on
19,647,000 shares of outstanding Common Stock of the Company, which is the total number of shares issued and outstanding on December 31, 2009.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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WA has shared voting power with respect to 2,097,281 shares of the Issuers Common Stock.
WCAA, WCAP, WCCAFLP, WCCAFLTD, CP, WCAFLP, and WCAFLTD have shared voting power with
respect to 354,888 Shares of the Companys Common Stock.
WCA, WCP,
WMSFLP, WMSFLTD, FCP, WCFLP, and WCFLTD have shared voting power with respect to 634,375 Shares of the Companys Common Stock.
WHHYA, WHHYP, WCRAFLP, WCRAFLTD, DP, WHHYFLP, and WHHYFLTD have shared voting power with respect to 306,953 Shares of the Companys Common
Stock.
PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect
to 168,439 Shares of the Companys Common Stock.
WSOPA, WSOPFL,
WSOPFLTD, WSOPFLPB, and WSOPFLTDB have shared voting power with respect to 583,111 Shares of the Companys Common Stock.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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WA has shared voting power with respect to 2,097,281 shares of the Issuers Common Stock.
WCAA, WCAP, WCCAFLP, WCCAFLTD, CP, WCAFLP, and WCAFLTD have shared voting power with
respect to 354,888 Shares of the Companys Common Stock.
WCA, WCP,
WMSFLP, WMSFLTD, FCP, WCFLP, and WCFLTD have shared voting power with respect to 634,375 Shares of the Companys Common Stock.
WHHYA, WHHYP, WCRAFLP, WCRAFLTD, DP, WHHYFLP, and WHHYFLTD have shared voting power with respect to 306,953 Shares of the Companys Common
Stock.
PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect
to 168,439 Shares of the Companys Common Stock.
WSOPA, WSOPFL,
WSOPFLTD, WSOPFLPB, and WSOPFLTDB have shared voting power with respect to 583,111 Shares of the Companys Common Stock.
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Instruction.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d3(d)(1).
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following
¨
*.
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Instruction.
Dissolution of a group requires a response to this item.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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See Item 2
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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