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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
(e.g., puts, calls, warrants, options, convertible securities)
| 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 | ||||||||
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kovner Bruce C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG 2 PRINCETON, NJ 08540 | X | X | ||
Signatures
| /s/ Bruce Kovner | 11/14/2012 | |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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) | The shares were purchased in multiple transactions at prices ranging from $6.86 to $6.96 per share. The price reported above is the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the staff of the SEC, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price within the range set forth above. |
| (2) | Includes 910,000 shares of Common Stock reported incorrectly on a Form 4 filed on July 2, 2012 as directly owned by the Reporting Person. See Notes 3 and 5. |
| (3) | These shares are owned directly by KFO Holdings LLC ("KFO") and indirectly by the Reporting Person as the sole member of KFO. |
| (4) | The shares were purchased in multiple transactions at prices ranging from $6.92 to $6.98 per share. The price reported above is the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the staff of the SEC, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price within the range set forth above. |
| (5) | Excludes 910,000 shares of Common Stock previously reported incorrectly on a Form 4 filed July 2, 2012 as directly owned by the Reporting Person that are directly owned by KFO Holdings LLC and indirectly owned by the Reporting Person. See Notes 2 and 3. |
| (6) | These shares are owned directly by CxSynta LLC and indirectly by the Reporting Person as chairman and sole shareholder of Caxton Corporation, the managing member of CxSynta LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
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