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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 | ||||||||
Option | $ 0.79 | 07/31/2007 | U | 4,200 | 05/14/2002 | 05/14/2012 | Common Stock | 4,200 | (5) | 0 | D | ||||
Option | $ 2.07 | 07/31/2007 | U | 58,800 | 07/18/2003 | 07/18/2013 | Common Stock | 58,800 | (6) | 0 | D | ||||
Option | $ 2.07 | 07/31/2007 | U | 58,800 | 07/18/2003 | 07/18/2013 | Common Stock | 58,800 | (7) | 0 | D | ||||
Option | $ 1.82 | 07/31/2007 | U | 37,000 | 11/16/2004 | 11/16/2009 | Common Stock | 37,000 | (8) | 0 | D | ||||
Option | $ 1.85 | 07/31/2007 | U | 1,400 | 10/26/2005 | 10/26/2015 | Common Stock | 1,400 | (9) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MITAROTONDA JAMES A C/O BARINGTON CAPITAL GROUP, L.P. 888 SEVENTH AVENUE, 17TH FLOOR NEW YORK, NY 10019 |
See Remarks | |||
BARINGTON COMPANIES EQUITY PARTNERS L P 888 SEVENTH AVENUE 17TH FLOOR NEW YORK, NY 10019 |
X | |||
Barington Offshore Advisors II, LLC 888 SEVENTH AVENUE 17TH FLOOR NEW YORK, NY 10019 |
X | |||
Barington Companies Investors, LLC 888 SEVENTH AVENUE 17TH FLOOR NEW YORK, NY 10019 |
X | |||
BARINGTON CAPITAL GROUP L P 888 SEVENTH AVENUE 17TH FLOOR NEW YORK, NY 10019 |
X | |||
LNA Capital Corp. 888 SEVENTH AVENUE 17TH FLOOR NEW YORK, NY 10019 |
X | |||
Barington Companies Offshore Fund, Ltd. (BVI) C/O BISON FINANCIAL SERVICES LTD. BISON COURT, ROAD TOWN TORTOLA, D8 |
X |
BARINGTON COMPANIES EQUITY PARTNERS, L.P., By: Barington Companies Investors, LLC, its general partner, By: /s/ James A. Mitarotonda, its managing member | 08/02/2007 | |
**Signature of Reporting Person | Date | |
BARINGTON COMPANIES INVESTORS, LLC, By: /s/ James A. Mitarotonda, its managing member | 08/02/2007 | |
**Signature of Reporting Person | Date | |
BARINGTON COMPANIES OFFSHORE FUND, LTD., By: /s/ James A. Mitarotonda, its president | 08/02/2007 | |
**Signature of Reporting Person | Date | |
BARINGTON OFFSHORE ADVISORS II, LLC, By: /s/ James A. Mitarotonda, its managing member | 08/02/2007 | |
**Signature of Reporting Person | Date | |
BARINGTON CAPITAL GROUP, L.P., By: LNA Capital Corp., its general partner, By: /s/ James A. Mitarotonda, its president and CEO | 08/02/2007 | |
**Signature of Reporting Person | Date | |
LNA CAPITAL CORP., By: /s/ James A. Mitarotonda, its its president and CEO | 08/02/2007 | |
**Signature of Reporting Person | Date | |
/s/ James A. Mitarotonda | 08/02/2007 | |
**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) | Transactions reflect exchange of 3.68 shares of the common stock of Sielox, Inc. ("Sielox"), formerly known as Dynabazaar, Inc., for each share of the Issuer's common stock pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of February 26, 2007, as amended (the "Merger Agreement"), by and among the Issuer, Dynabazaar, Inc. and LQ Merger Corp. On the effective date of the merger, the closing price of Sielox's common stock was $0.305 per share. |
(2) | Disposed of pursuant to the Merger Agreement in exchange for 340,355 shares of Dynabazaar common stock. |
(3) | Disposed of pursuant to the Merger Agreement in exchange for 556,272 shares of Dynabazaar common stock. |
(4) | Disposed of pursuant to the Merger Agreement in exchange for 462,075 shares of Dynabazaar common stock. Excludes shares owned directly by Barington Companies Equity Partners, L.P. and Barington Companies Offshore Fund, Ltd. |
(5) | This option was assumed by Sielox in the merger and replaced with an option to purchase 15,456 shares of Sielox common stock for $0.21 per share. |
(6) | This option was assumed by Sielox in the merger and replaced with an option to purchase 216,384 shares of Sielox common stock for $0.56 per share. |
(7) | This option was assumed by Sielox in the merger and replaced with an option to purchase 216,384 shares of Sielox common stock for $0.56 per share. |
(8) | This option was assumed by Sielox in the merger and replaced with an option to purchase 136,160 shares of Sielox common stock for $0.49 per share. |
(9) | This option was assumed by Sielox in the merger and replaced with an option to purchase 5,152 shares of Sielox common stock for $0.50 per share. |
Remarks: Prior to the effective date of the merger, each Reporting Person was deemed to be a member of a Section 13(d) group that owned more than 10% of the Issuer's outstanding common stock. |