Kleidman Carl 4/A
4/A · NovaRay Medical, Inc. · Filed Apr 6, 2010
Insider Transaction Report
Form 4/AAmended
Kleidman Carl
Director
Transactions
- Disposition to Issuer
Series A Warrant (right to buy)
2009-10-27−963,632→ 0 total(indirect: By VOMF)Exercise: $2.67Exp: 2012-12-27→ Common Stock ($0.0001 par value) (963,632 underlying) - Award
Series A Warrant (right to buy)
2009-10-27+963,632→ 963,632 total(indirect: By VOMF)Exercise: $1.50Exp: 2014-10-27→ Common Stock ($0.0001 par value) (963,632 underlying)
Footnotes (5)
- [F1]The reported securities are owned directly by Vision Opportunity Master Fund, Ltd. ("VOMF"). Each of Mr. Kleidman and VCAF (as defined below) disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Kleidman or VCAF is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 (the "Exchange Act") or for any other purpose.
- [F2]Pursuant to the Omnibus Amendment to the Warrants to Purchase Shares of Common Stock of Novaray Medical, Inc., dated as of October 27, 2009, by and between the Issuer, VOMF and Vision Capital Advantage Fund, L.P. ("VCAF"), the exercise price of this Warrant was modified.
- [F3]This Warrant is presently exercisable, at the holder's option, into shares of Common Stock. However, the holder may not acquire shares of Common Stock upon exercise of these securities to the extent that the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such holder and its affiliates at such time, 4.99% of the then issued and outstanding shares of Common Stock of the Issuer (the "Beneficial Ownership Limitation"); provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (the "Waiver Notice") [continued in footnote 4]
- [F4][continued from footnote 3] that such holder would like to waive the Beneficial Ownership Limitation with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, the Beneficial Ownership Limitation will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the holder may waive this Beneficial Ownership Limitation upon providing the Waiver Notice at any time during such sixty-one (61) day period, provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the Expiration Date.
- [F5]This Form 4/A is being filed to amend the Form 4 previously filed on November 3, 2009, which incorrectly reported this amount as 2,463,632.