SEC Form 4 · accession 0001354488-15-004094
ACCESS Newswire Inc. · ACCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 22, 2015
Accepted (ET)
Aug 27, 2015 · 8:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000843006
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Aug 22, 2015 | C | 73,976 | $3.99 | A | 288,686 | I | By The Red Oak Long Fund, LP |
| Common StockF1,F2,F3,F4,F5 | Aug 22, 2015 | C | 175,467 | $3.99 | A | 464,153 | I | By Pinnacle Opportunities Fund, LP. |
| Common StockF1,F2,F3,F4,F5 | Aug 22, 2015 | C | 168,269 | $3.99 | A | 632,422 | I | By The Red Oak Fund, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 22, 2015, the Reporting Persons converted the entire remaining $1,666,672 principal amount of 8% Convertible Subordinated Secured Promissory Notes due on August 22, 2015 (the ?Convertible Notes?) into an aggregate of 417,712 shares of Common Stock at a conversion price of $3.99 per share. The Reporting Persons also hold 214,710 shares of Common Stock acquired on November 13, 2014 by the voluntary conversion of $833,328 Convertible Notes previously held. The calculation of percentage ownership is based on 2,338,832 shares of common stock outstanding at August 6, 2015, as reported by the Issuer on its Form 10-Q for the quarter ended June 30, 2015 (filed with the Securities and Exchange Commission on August 6, 2015), plus the 417,712 shares of Common Stock issued pursuant to the conversion on August 22, 2015. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares that would be owned directly by such Reporting Person.
- F2Red Oak Partners, LLC ("ROP") serves as the general partner of The Red Oak Fund, LP, a Delaware limited partnership (the "Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Fund's portfolio manager.
- F3ROP serves as a managing member of Pinnacle Capital Partners, LLC, a Florida limited liability company ("Pinnacle Partners"). Pinnacle Partners is the general partner of Pinnacle Opportunities Fund, LP, a Delaware limited partnership ("Pinnacle Fund"), the direct owner of the subject securities.
- F4ROP serves as the general partner of The Red Oak Long Fund, LP, a Delaware limited partnership (the "Long Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Long Fund's portfolio manager.
- F5Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.