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) |
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Series B Convertible Preferred Stock
|
Â
(2)
|
Â
(3)
|
Common Stock
|
87,820
|
$
10
(4)
|
I
|
By MFP Partners, L.P.
(1)
|
|
Class C Warrant
(5)
|
Â
(2)(5)
|
10/23/2016 |
Common Stock
|
750,000
(5)
|
$
10
(4)
|
I
|
By MFP Partners, L.P.
(1)
|
| * |
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) |
Ms. Enden holds a minority non-controlling limited partnership interest in MFP Partners, L.P. (less than 1%), does not have or share investment control over MFP Partners, L.P.'s portfolio, does not have any shared or sole dispositive or voting power over the securities of the Issuer held by MFP Partners, L.P. Ms. Enden disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that Ms. Enden is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities reported herein. |
| (2) |
The Series B Mandatorily Convertible Participating Preferred Stock (the "Series B Preferred Stock") is mandatorily convertible into Common Stock, but only if sold to unaffiliated third parties in a widely dispersed offering. MFP Partners, L.P.'s holdings of Series B Preferred Stock are not redeemable and will never be convertible to shares of Common Stock in the hands of MFP Partners, L.P. |
| (3) |
Not applicable. |
| (4) |
Subject to adjustment as set forth in the terms of the security. |
| (5) |
The Class C Warrant is exercisable for 75,000 shares of Series B Preferred Stock, which is convertible into 750,000 shares of Common Stock. |