4//SEC Filing
BENOWITZ ADAM 4
Accession 0001144204-10-036959
CIK 0001383529other
Filed
Jul 6, 8:00 PM ET
Accepted
Jul 7, 5:06 PM ET
Size
18.7 KB
Accession
0001144204-10-036959
Insider Transaction Report
Form 4
Maguire Patrick
Director10% Owner
Transactions
- Award
Common Stock Warrant (right to buy)
2010-07-02+400,000→ 2,183,332 total(indirect: By VOMF)Exercise: $1.50Exp: 2015-03-31→ Common Stock ($0.0001 par value) (400,000 underlying)
Kleidman Carl
Director
Transactions
- Award
Common Stock Warrant (right to buy)
2010-07-02+400,000→ 2,183,332 total(indirect: By VOMF)Exercise: $1.50Exp: 2015-03-31→ Common Stock ($0.0001 par value) (400,000 underlying)
BENOWITZ ADAM
Director10% Owner
Transactions
- Award
Common Stock Warrant (right to buy)
2010-07-02+400,000→ 2,183,332 total(indirect: By VOMF)Exercise: $1.50Exp: 2015-03-31→ Common Stock ($0.0001 par value) (400,000 underlying)
Transactions
- Award
Common Stock Warrant (right to buy)
2010-07-02+400,000→ 2,183,332 total(indirect: By VOMF)Exercise: $1.50Exp: 2015-03-31→ Common Stock ($0.0001 par value) (400,000 underlying)
Transactions
- Award
Common Stock Warrant (right to buy)
2010-07-02+400,000→ 2,183,332 total(indirect: By VOMF)Exercise: $1.50Exp: 2015-03-31→ Common Stock ($0.0001 par value) (400,000 underlying)
JONES JESS
Director10% Owner
Transactions
- Award
Common Stock Warrant (right to buy)
2010-07-02+400,000→ 2,183,332 total(indirect: By VOMF)Exercise: $1.50Exp: 2015-03-31→ Common Stock ($0.0001 par value) (400,000 underlying)
VISION CAPITAL ADVISORS, LLC
Director10% Owner
Transactions
- Award
Common Stock Warrant (right to buy)
2010-07-02+400,000→ 2,183,332 total(indirect: By VOMF)Exercise: $1.50Exp: 2015-03-31→ Common Stock ($0.0001 par value) (400,000 underlying)
VCAF GP, LLC
Director10% Owner
Transactions
- Award
Common Stock Warrant (right to buy)
2010-07-02+400,000→ 2,183,332 total(indirect: By VOMF)Exercise: $1.50Exp: 2015-03-31→ Common Stock ($0.0001 par value) (400,000 underlying)
Footnotes (4)
- [F1]Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. ("VOMF"), the direct owner of the subject securities. Adam Benowitz is the Managing Member of the Investment Manager and a Director of VOMF. Each Reporting Person 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 such Reporting Person 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]In connection with the Issuer's $600,000 draw down from a line of credit pursuant to the terms of the Note and Warrant Purchase Agreement dated as of March 11, 2010 (as amended), by and between the Issuer and VOMF, VOMF received this Warrant for no additional consideration.
- [F3]This Warrant is presently exercisable, at VOMF's option, into shares of Common Stock. However, VOMF may not exercise this Warrant if 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 VOMF and its affiliates at such time, the number of shares of Common Stock which would result in VOMF and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock of the Issuer ("Beneficial Ownership Limitation"); provided, however, that upon a holder of this (continued to footnote 4)
- [F4](continued from footnote 3) Warrant providing the Issuer with the Waiver Notice 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 the 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.
Documents
Issuer
NovaRay Medical, Inc.
CIK 0001383529
Entity typeother
Related Parties
1- filerCIK 0001411963
Filing Metadata
- Form type
- 4
- Filed
- Jul 6, 8:00 PM ET
- Accepted
- Jul 7, 5:06 PM ET
- Size
- 18.7 KB