SEC Form 4 · accession 0001437749-15-002664

· CGNT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Lewis C Pell

Director · 10% Owner

Period of report

Jan 25, 2013

Accepted (ET)

Feb 13, 2015 · 4:30 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000894237

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.01 Par Value per share	Feb 12, 2015	P	15,000	$0.4647	A	8,898,740	D
Common Stock, $0.01 Par Value per share	Feb 11, 2015	P	20,000	$0.4635	A	8,883,740	D
Common Stock, $0.01 Par Value per share	holding	—	—		—	50,000	I	By spouse
Common Stock, $0.01 Par Value per share	holding	—	—		—	43,500	I	By trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Promissory Note	$1.20	Jan 25, 2013	J	1,000,000	A	Jan 25, 2013	Sep 19, 2017	Common Stock	833,333	15,213,953	D
Convertible Promissory Note	$1.20	Mar 12, 2013	J	1,000,000	A	Mar 12, 2013	Sep 19, 2017	Common Stock	833,333	16,047,286	D
Convertible Promissory Note	$1.20	Apr 19, 2013	J	1,000,000	A	Apr 19, 2013	Sep 19, 2017	Common Stock	833,333	16,880,620	D
Convertible Promissory Note	$1.20	Jun 10, 2013	J	1,000,000	A	Jun 10, 2013	Sep 19, 2017	Common Stock	833,333	17,713,953	D
Convertible Promissory Note	$1.20	Jul 24, 2013	J	1,000,000	A	Jul 24, 2013	Sep 19, 2017	Common Stock	833,333	18,547,286	D
Convertible Promissory Note	$0.89	Oct 7, 2013	J	1,000,000	A	Oct 7, 2013	Sep 25, 2018	Common Stock	1,123,595	19,670,881	D
Convertible Promissory Note	$0.89	Nov 26, 2013	J	1,000,000	A	Nov 26, 2013	Sep 25, 2018	Common Stock	1,123,595	20,794,477	D
Convertible Promissory Note	$0.89	Jan 21, 2014	J	1,000,000	A	Jan 21, 2014	Sep 25, 2018	Common Stock	1,123,595	21,918,072	D
Convertible Promissory Note	$0.89	Mar 13, 2014	J	500,000	A	Mar 13, 2014	Sep 25, 2018	Common Stock	561,797	22,479,870	D
Convertible Promissory Note	$1.11	Jun 16, 2014	J	1,000,000	A	Jun 16, 2014	Jun 16, 2019	Common Stock	900,900	23,380,770	D
Convertible Promissory Note	$1.11	Aug 12, 2014	J	1,000,000	A	Aug 12, 2014	Jun 16, 2019	Common Stock	900,900	24,281,671	D
Convertible Promissory Note	$1.11	Oct 24, 2014	J	1,000,000	A	Oct 24, 2014	Jun 16, 2019	Common Stock	900,900	25,182,572	D

Explanation of responses

F1The Issuer issued a $20.0 million revolving convertible promissory note to the Reporting Person on September 19, 2012 (the "2012 Note"). The Issuer borrowed an additional $1.0 million under the 2012 Note on January 25, 2013, March 12, 2013, April 19, 2013, June 10, 2013 and July 24, 2013, bring the aggregate principal amount outstanding under the 2012 Note to $20.0 million. The outstanding balance under the 2012 Note is convertible, at the Reporting Person's opinion, into shares of the Issuer's common stock at a fixed conversion price of $1.20 per share.
F2The Issuer issued a $3.5 million revolving convertible promissory note to the Reporting Person on September 23, 2013 (the "2013 Note"). The Issuer borrowed $1.0 million under the 2013 Note on October 7, 2013. November 26, 2013 and January 21, 2014 and $500,000 under the 2013 Note on March 13, 2014, bring the aggregate principal amount outstanding under the 2013 Note to $3.5 million. The outstanding balance under the 2013 Note is convertible, at the Reporting Person's opinion, into shares of the Issuer's common stock at a fixed conversion price of $0.89 per share.
F3The Issuer issued a $5.0 million revolving convertible promissory note to the Reporting Person on June 16, 2014 (the "2014 Note"). The Issuer borrowed $1.0 million under the 2014 Note on June 16, 2014, August 12, 2014 and October 24, 2014, bring the aggregate principal amount outstanding under the 2014 Note to $3.0 million. The outstanding balance under the 2014 Note is convertible, at the Reporting Person's opinion, into shares of the Issuer's common stock at a fixed conversion price of $1.11 per share