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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 | ||||||||
Series B Convertible Preferred Stock | $ 0 | 07/12/2013 | D | 407,160 | (2) | (2) | Common Stock | 40,716,000 | $ 0 | 0 | D (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CVC CALIFORNIA LLC 525 OKEECHOBEE BLVD. SUITE 1050 WEST PALM BEACH, FL 33401 |
See Remarks | |||
ComVest Capital, LLC 525 OKEECHOBEE BLVD. SUITE 1050 WEST PALM BEACH, FL 33401 |
See Remarks | |||
COMVEST CAPITAL MANAGEMENT LLC 525 OKEECHOBEE BLVD. SUITE 1050 WEST PALM BEACH, FL 33401 |
See Remarks | |||
PRIDDY ROBERT L 525 OKEECHOBEE BLVD. SUITE 1050 WEST PALM BEACH, FL 33401 |
See Remarks | |||
FALK MICHAEL 525 OKEECHOBEE BLVD. SUITE 1050 WEST PALM BEACH, FL 33401 |
See Remarks |
CVC CALIFORNIA, LLC, /s/ Cecilio M. Rodriguez, Chief Financial Officer | 07/17/2013 | |
**Signature of Reporting Person | Date | |
COMVEST CAPITAL, LLC, /s/ Cecilio M. Rodriguez, Chief Financial Officer | 07/17/2013 | |
**Signature of Reporting Person | Date | |
COMVEST CAPITAL MANAGEMENT LLC, /s/ Cecilio M. Rodriguez, Chief Financial Officer | 07/17/2013 | |
**Signature of Reporting Person | Date | |
/s/ Robert L. Priddy, Individually | 07/17/2013 | |
**Signature of Reporting Person | Date | |
/s/ Michael S. Falk, Individually | 07/17/2013 | |
**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) | Prior to the transaction reported, the securities reported were directly beneficially owned by CVC California, LLC, a Delaware limited liability company (the "Reporting Person"). ComVest Capital, LLC ("Capital") indirectly beneficially owned each of the derivative securities listed herein by virtue of the fact that Capital is the sole member and the managing member of the Reporting Person. ComVest Capital Management LLC ("Management") indirectly beneficially owned each of the derivative securities listed herein by virtue of the fact that Management is the managing member of Capital. Michael S. Falk and Robert L. Priddy may be deemed to have indirectly beneficially owned the securities by virtue of the fact that they are co-managing members of Management. Messrs. Falk and Priddy disclaimed beneficial interest in such securities other than that portion which corresponds with their membership interest in Management. |
(2) | Each share of Series B Convertible Preferred Stock was immediately convertible into 100 shares of common stock of the issuer. The Series B Convertible Preferred Stock had no expiration date. |
Remarks: After given effect to the transaction reported, Reporting Persons are no longer 10% owners. |