Levy Richard N 4
4 · UNIGENE LABORATORIES INC · Filed Feb 1, 2011
Insider Transaction Report
Form 4
Levy Richard N
Director
Transactions
- Other
Senior Secured Convertible Note
2010-12-22(indirect: See Footnote)Exercise: $0.70From: 2011-03-17Exp: 2013-03-17→ Common Stock - Other
Senior Secured Convertible Note
2010-12-22(indirect: See Footnote)Exercise: $0.70From: 2011-03-17Exp: 2013-03-17→ Common Stock
Footnotes (8)
- [F1]The conversion rate of the Senior Secured Convertible Note (the "Note"), in the original principal amount of $33,000,000, issued by the Issuer to Victory Park Credit Opportunities Master Fund, Ltd. (the "Credit Opportunities Fund") on March 17, 2010, is calculated by dividing the sum of the principal to be converted, plus all accrued and unpaid interest thereon, by $0.70 per share, subject to adjustment as set forth in the Note.
- [F2]This Form 4 is being filed to report the transfer for value between affiliated funds which are ultimately controlled by the Reporting Person and in each of which the Reporting Person has a pecuniary interest. On December 22, 2010, the Credit Opportunities Fund sold to VPC Fund II, L.P. (the "VPC Fund") a portion of the Note equal to $4,850,000.00 in principal amount (with such principal amount being sold at 112.03% of such principal amount), plus $565,833.33 in payment-in-kind interest accrued thereon, for a total purchase price of $5,999,311.43 in cash.
- [F3][Footnote 2 continued] Previously, in connection with the first closing of the sale of partnership interests in the VPC Fund in July 2010, the Credit Opportunities Fund had transferred for value to the VPC Fund an additional portion of the Note equal to $7,103,393.84 in principal amount, plus $396,606.16 in payment-in-kind interest accrued thereon, for a total purchase price of $7,500,000.00 in cash. The pecuniary interest of the Reporting Person is greater in the VPC Fund than in the Credit Opportunities Fund.
- [F4]The Note is convertible, at the holder's option, into shares of Common Stock of the Issuer upon the earliest of (i) March 17, 2011 and (ii) the occurrence of certain events set forth in the Note, including the Issuer's delivery of a redemption notice with respect to the Note, certain fundamental transactions involving the Issuer or an event of default under the Note.
- [F5]The maturity date of the Note is the earlier of (i) March 17, 2013 and (ii) such earlier date as the unpaid principal balance of the Note becomes due and payable pursuant to the terms of the Note.
- [F6]Represents principal amount of the Note.
- [F7]Directly by the Credit Opportunities Fund and indirectly by (i) Victory Park Capital Advisors, LLC ("Capital Advisors") as the investment manager for the Credit Opportunities Fund, (ii) Jacob Capital, L.L.C. ("Jacob Capital"), as the manager of Capital Advisors, and (iii) the Reporting Person, as the sole member of Jacob Capital. Each of Capital Advisors, Jacob Capital and the Reporting Person disclaims beneficial ownership of any of the reported securities except to the extent of its or his pecuniary interest therein.
- [F8]Directly by the VPC Fund and indirectly by (i) Victory Park GP II, LLC ("Victory Park GP"), as the general partner of the VPC Fund, (ii) Jacob Capital, as the manager of Victory Park GP, and (iii) the Reporting Person, as the sole member of Jacob Capital. Each of Victory Park GP, Jacob Capital and the Reporting Person disclaims beneficial ownership of any of the reported securities except to the extent of its or his pecuniary interest therein.