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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 | ||||||||
1.5% Senior Unsecured Convertible Note Due 2017 ("Note") | $ 7.0682 | 10/16/2013 | J(2) | $ 33,300,001.04 (2) | (2) | (2) | Common Stock | $ 33,300,001.04 (2) | $ 0 | $ 0 (2) | I | By Total Energies Nouvelles Activites USA (1) | |||
1.5% Senior Unsecured Convertible Note Due 2017 ("New Note") | $ 7.0682 | 10/16/2013 | P | $ 24,047,816.63 (3) | (3) | (3) | Common Stock | $ 24,047,816.63 (3) | $ 0 | $ 24,047,816.63 (3) | I | By Total Energies Nouvelles Activites USA (1) | |||
Tranche I Senior Convertible Note ("Tranche Note") | $ 2.44 | 10/16/2013 | P | $ 9,252,184.41 (4) | (4) | (4) | Common Stock | $ 9,252,184.41 (4) | $ 0 | $ 9,252,184.41 (4) | I | By Total Energies Nouvelles Activites USA (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Boisseau Philippe 24 COURS MICHELET 92800 PUTEAUX, I0 |
X | X |
/s/ Philippe Boisseau by Nicholas Khadder, Attorney-in-Fact | 10/18/2013 | |
**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) | Mr. Boisseau, a member of the Issuer's board of directors, is a member of the Executive Committee of Total S.A., the ultimate parent company of Total Energies Nouvelles Activites USA, and, as such, may be deemed to share voting or investment power over the securities held by Total Energies Nouvelles Activites USA. Mr. Boisseau holds no shares of the Issuer directly and disclaims beneficial ownership of the Common Stock, except to the extent of his pecuniary interest therein, if any. |
(2) | Note was cancelled pursuant to that certain Request for Cancellation delivered by the Reporting Person and accepted by the Issuer. The Issuer's obligations under the Note were cancelled upon the issuances of a new 1.5% Senior Unsecured Convertible Note Due 2017 and new Tranche I Senior Convertible Note. |
(3) | The principal amount of the New Note is $24,047,816.63. The New Note is convertible only in those circumstances described in the New Note. The Final Maturity Date as defined in the New Note is March 1, 2017. |
(4) | The principal amount of the Tranche Note is $9,252,184.41. The Tranche Note is convertible only in those circumstances described in the Tranche Note. The Final Maturity Date as defined in the Tranche Note is October 16, 2018. |