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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 C Preferred Stock | (1) | 12/03/2007 | J(2) | 5,542 | (1) | (3) | Common Stock | 118,986 (4) | (2) | 180,891 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DAIMLERCHRYSLER CORP MASTER RETIREMENT TRUST C/O STATE STREET CORPORATION 225 LIBERTY STREET, 24TH FLOOR NEW YORK, NY 10281 |
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| By: Steve Sovany | 03/12/2008 | |
| **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 Series C Preferred Stock (the "Series C Stock") is currently convertible at the option of the holder into approximately 21.47 shares of Common Stock. The Form 4 filed on 12/20/2007 incorrectly reported each share of Series C stock as converting into approximately 19.66 shares of Common Stock. |
| (2) | Acquired as a quarterly dividend on shares of Series C Stock. |
| (3) | Each share of Series C Stock shall automatically be converted into shares of Common Stock upon (i) the approval of holders of at least 70% of the outstanding Series C Stock or (ii) immediately upon the closing of an underwritten public offering of Issuer's Common Stock at a price of at least $5.65 per share (subject to adjustment in the event of a stock split, recapitalization, reclassification or similar event) and that results in gross proceeds of at least $50 million. |
| (4) | The Form 4 filed on 12/20/2007 incorrectly reported the number of shares of Common Stock underlying the dividend of 5,542 shares of Series C Stock. The number shown above is calculated based on each share of Series C Stock converting into approximately 21.47 shares of Common Stock. |
| Remarks: This Form 4 Amendment is being filed to correct the terms on which the Series C Preferred Stock converts to Common Stock, which was incorrectly reported on the Form 4 filed on 12/20/2007. | |