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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 | ||||||||
Class C Preferred Series 2 | (1) | 12/29/2006 | J(2) | 1,600 | (1) | (1) | Common Stock | 6,926.4 | $ 0 | 151,210 | I | By Jayhawk Investments, L.P. (3) | |||
Class C Preferred Series 2 | (1) | 12/29/2006 | P | 100 | (1) | (1) | Common Stock | 432.9 | $ 89 | 151,310 | I | By Jayhawk Investments, L.P. (3) | |||
Class C Preferred Series 2 | (1) | 01/04/2007 | P | 162 | (1) | (1) | Common Stock | 701.298 | $ 78 | 151,472 | I | By Jayhawk Investments, L.P. (3) | |||
Class Preferred Series 2 | (1) | (1) | (1) | Common Stock | 0 | 171,390 | I | By Jayhawk Institutional Partners, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JAYHAWK CAPITAL MANAGEMENT LLC 8201 MISSION ROAD SUITE 110 PRAIRIE VILLAGE, KS 66208 |
X |
Kent C. McCarthy, Manager | 01/04/2007 | |
**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) | Each share of Class C Preferred Series 2 Stock is convertible into 4.329 shares of Common Stock at any time, and has no expiration date. |
(2) | Pro rata distribution from BCS Capital, LP ("BCS Capital") to Jayhawk Investments, L.P. ("Jayhawk Investments"). Jayhawk Investments is a limited partner of BCS Capital. The relationship of the reporting person to Jayhawk Investments is described in Footnote 3. |
(3) | This Form 4 is filed by Jayhawk Capital Management, L.L.C. ("Company"). A Form 4 reporting the transactions reported herein was also filed by Kent C. McCarthy, the manager of the Company. The Company is the general partner and manager of Jayhawk Investments and Jayhawk Institutional Partners, L.P. ("Jayhawk Institutional"). As of the reporting date, Jayhawk is the indirect benefical owner of 151,472 shares of Class C Preferred Series 2 Stock owned by Jayhawk Investments and 171,390 shares of Class C Preferred Series 2 Stock owned by Jayhawk Institutional. The Company disclaims beneficial ownership of all securities covered by this statement (except to the extent of any pecuniary interest therein) and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |