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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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.
CUSIP No. |
466096104 |
Page | 1 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: E. Townes Duncan |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
AF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 20,760 shares of Common Stock | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,763,146 shares of Common Stock | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 20,760 shares of Common Stock | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
1,763,146 shares of Common Stock | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
1,783,906 shares of Common Stock, consisting of 20,760 shares of Common Stock held directly, which includes 8,000 shares issuable upon exercise of certain options held by Mr. Duncan, and 1,763,146 shares of Common Stock held indirectly. | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
26.99% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
IN |
CUSIP No. |
466096104 |
Page | 2 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: Solidus Company, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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20-8776736 | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 0 shares of Common Stock | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,758,246 shares of Common Stock | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 0 shares of Common Stock | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
1,758,246 shares of Common Stock | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
1,758,246 shares of Common Stock | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
þ | |||||||||||
Excludes shares beneficially owned by E. Townes Duncan (the CEO of the general partner of Solidus Company, L.P.), personally, either directly or indirectly through his wife, as custodian for minor children or trusts for the benefit of his children. | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
26.60% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
PN |
(a) | The name of the person filing this statement is E. Townes Duncan (Mr. Duncan), with respect to shares of Common Stock of the Company. |
(b) | The business address of Mr. Duncan is 3401 West End Avenue, Suite 685, Nashville, Tennessee 37203. |
(c) | The principal occupation of Mr. Duncan is Chief Executive Officer of Solidus General Partner, LLC, the general partner of Solidus Company, L.P. Solidus Company, L.P. is a private investment firm. The address of Solidus General Partner, LLC is 3401 West End Avenue, Suite 685, Nashville, Tennessee 37203. | |
(d) | During the last five years, Mr. Duncan has not been convicted in a criminal proceeding. |
(e) | During the last five years, Mr. Duncan has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
(f) | Mr. Duncan is a United States citizen. |
(a) | Mr. Duncan beneficially owns 26.99% of the Issuers Common Stock, or 1,783,906 shares of Common Stock, consisting of 20,760 shares of Common Stock held directly, which includes 8,000 shares issuable upon the exercise of stock options, and 1,763,146 shares of Common Stock held indirectly. Mr. Duncan disclaims beneficial ownership of shares of Common Stock held by Solidus in excess of his proportional interest in Solidus. Solidus beneficially owns 26.60% of the Common Stock of the Issuer consisting of 1,758,246 shares of Common Stock held directly. | |
(b) | Mr. Duncan beneficially owns the following number of shares of Common Stock with: |
(c) | The trading dates, number of shares of Common Stock purchased or sold, the manner in which the transaction was effected, and price per share for all transactions in the Common Stock during the past 60 days by Mr. Duncan are as follows: |
(i) | On April 4, 2007, Mr. Duncan contributed 8,000 shares of Common Stock to Solidus Partners, L.P., a predecessor to Solidus Company, L.P., in exchange for a limited partnership interest in Solidus Partners, L.P. The closing price of the Common Stock on April 4, 2007 was $12.60. | ||
(ii) | On April 9, 2007 and as part of a reorganization, Solidus Partners, L.P., of which Solidus Company was the general partner, merged into Solidus Company, L.P. Accordingly, all shares of Common Stock of the Issuer previously owned by Solidus Partners, L.P. are now owned by Solidus Company, L.P. The closing price of the Common Stock on April 9, 2007 was $12.95. | ||
(iii) | On April 24, 2007 and as part of a reorganization, Solidus Company merged into Solidus Company, L.P. Accordingly, all shares of Common Stock of the Issuer previously owned by Solidus Company are now owned by Solidus Company, L.P. The closing price of the Common Stock on April 24, 2007 was $12.71. | ||
(iv) | On May 15, 2007, Mr. Duncan received 1,000 shares of Common Stock upon exercise of a stock option with an exercise price of $8.19 per share. |
(d) | Not applicable |
(e) | Not applicable |
/s/ E. Townes Duncan | ||||
E. Townes Duncan | ||||
Solidus Company, L.P. |
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By: | Solidus General Partner, LLC, its general partner | |||
By: | /s/ E. Townes Duncan | |||
Name: | E. Townes Duncan | |||
Title: | Chief Executive Officer | |||
/s/ E. Townes Duncan | ||||
E. Townes Duncan | ||||