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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, 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. | |||
| 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 | ||||||||
| Warrants to Purchase Common Stock (right To buy) (3) | $ 1 | 11/30/2012 | D | 2,373,620 | (4) | 10/19/2015 | Common Stock | 2,373,620 | (3) | 0 | D | ||||
| Warrants to Purchase Common Stock (right To buy) (3) | $ 0.5 | 11/30/2012 | A | 3,560,430 | (4) | 10/19/2015 | Common Stock | 3,560,430 | (3) | 3,560,430 | D | ||||
| Senior Secured Convertible Promissory Notes | $ 0.25 | 11/30/2012 | A | $ 2,000,000 | (5) | 11/30/2015 | Common Stock | 8,000,000 | $ 2,000,000 | $ 2,000,000 | I | See Footnote (6) | |||
| Warrants to Purchase Common Stock (right to buy) | $ 0.5 | 11/30/2012 | A | 8,000,000 | (7) | 11/30/2017 | Common Stock | 8,000,000 | $ 0 (8) | 8,000,000 | I | See Footnote (6) | |||
| Warrants to Purchase Common Stock (right to buy) | $ 0.5 | 11/30/2012 | A | 6,000,000 | (7) | 11/30/2017 | Common Stock | 6,000,000 | (9) | 6,000,000 | I | See Footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WEIL A LORNE 750 LEXINGTON AVENUE 25TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| /s/ Tom Palmiero as attorney-in-fact for A. Lorne Weil | 12/04/2012 | |
| **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) | On November 30, 2012, certain limited liability companies of which the Reporting Person is manager (the "LW Air Entities") were issued an aggregate of 4,000,000 shares of common stock pursuant to Amendment No. 1 dated as of November 30, 2012 to the Restricted Stock Agreement dated as of September 28, 2012, by and between the Issuer and the LW Air Entities, in addition to the 2,000,000 shares of common stock previously issued as of September 28, 2012. |
| (2) | Held by the LW Air Entities, of which the Reporting Person is manager. |
| (3) | The Amended and Restated Warrant issued to the Reporting Person as of September 28, 2012, was amended by Amendment No. 1 thereto as of November 30, 2012 (the "Amended Warrant"), pursuant to which the number of shares of common stock for which the Amended Warrant is exercisable was increased from 2,373,620 shares of common stock to 3,560,430 shares of common stock and the exercise price of the Amended Warrant was reduced from $1.00 per share to $0.50 per share. |
| (4) | This warrant is immediately exercisable. |
| (5) | The Senior Secured Convertible Promissory Notes (the "Notes") are convertible into shares of common stock of the Issuer at any time to the extent there is a sufficient number of authorized shares not otherwise reserved for issuance by the Issuer. If the Issuer elects to prepay the Notes, which the Issuer has the right to elect on or after November 30, 2014, the Notes will no longer be convertible on the date five days prior to the prepayment date. |
| (6) | Acquired by A. Lorne Weil 2006 Irrevocable Investment Trust, a Delaware trust with an independent corporate trustee of which trust the Reporting Person, his spouse and his descendants are among the beneficiaries. The Reporting Person disclaims beneficial ownership within the meaning of the applicable securities laws of any shares of common stock beneficially owned by such trust. |
| (7) | The Warrants to purchase common stock of the Issuer (the "Warrants") are exercisable only if a sufficient number of shares of common stock are authorized for the exercise of the Warrants. |
| (8) | Warrants issued in conjunction with the issuance of the Notes on November 30, 2012. No additional consideration was paid to the Issuer for the issuance of the Warrants. |
| (9) | Warrants issued as of November 30, 2012 pursuant to Amendment No. 1 dated as of November 30, 2012 to the Restricted Stock Agreement dated as of September 28, 2012 by and between the Issuer and the LW Air Entities. |