4//SEC Filing
iVOW, Inc. 4
Accession 0000906344-06-000361
CIK 0001035181operating
Filed
Oct 3, 8:00 PM ET
Accepted
Oct 4, 8:42 PM ET
Size
11.4 KB
Accession
0000906344-06-000361
Insider Transaction Report
Form 4
iVOW, Inc.IVOW
MEDCAP PARTNERS LP
10% Owner
Transactions
- Other
Warrant to Purchase Common Stock
2006-10-02−62,189→ 940,271 total(indirect: By MedCap Partners L.P.)Exercise: $9.50From: 2004-05-27Exp: 2009-05-23→ Common Stock (62,189 underlying) - Other
Common Stock
2006-09-30−36,896→ 870,924 total(indirect: See footnotes)
TONEY C FRED
Director10% Owner
Transactions
- Other
Warrant to Purchase Common Stock
2006-10-02−62,189→ 940,271 total(indirect: By MedCap Partners L.P.)Exercise: $9.50From: 2004-05-27Exp: 2009-05-23→ Common Stock (62,189 underlying) - Other
Common Stock
2006-09-30−36,896→ 870,924 total(indirect: See footnotes)
Footnotes (3)
- [F1]583,055 shares of common stock and all of the warrants reported on this Form are beneficially held by MedCap Partners, L.P. ("MedCap Partners"). The balance of shares is beneficially held by an offshore investment limited partnership (the "Offshore Fund"). MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of both MedCap Partners and the Offshore Fund. C. Fred Toney is the managing member of MMR, and Mr. Toney also holds, directly and indirectly, certain limited partnership interests in MedCap Partners.
- [F2]MMR has segregated a portion of the issuer's shares and warrants exercisable therefor (as indicated in Column 4 of Table I and Columns 5 and 7 of Table II) held by MedCap Partners into a separate account for the benefit of certain of its previous limited partners. MMR will retain voting and investment control over the segregated securities; however, following such segregation, Mr. Toney and MMR will cease to have the indirect pecuniary interest (if any) in such securities that they may have had prior thereto.
- [F3]C. Fred Toney was previously a director of the issuer. He resigned from that position on September 20, 2006. Because Mr. Toney, as the managing member of MMR, may be deemed to be a "control person" who, for the purposes of Rule 16a-1(a)(1)(vii), may be deemed to hold in excess of 1% of the issuer's common stock indirectly through his limited partnership interests in MedCap Partners, Mr. Toney has elected to voluntarily file this Form as a co-reporting person to report the aggregate holdings of, and certain transactions by, MedCap Partners. Mr. Toney's election to file this Form should not be construed as an admission of his status as such a control person, or as a 10% beneficial owner of the issuer's common stock for Section 16 purposes. In any event, each of MMR, Mr. Toney, MedCap Partners and the Offshore Fund expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
Documents
Issuer
iVOW, Inc.
CIK 0001035181
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001035181
Filing Metadata
- Form type
- 4
- Filed
- Oct 3, 8:00 PM ET
- Accepted
- Oct 4, 8:42 PM ET
- Size
- 11.4 KB