UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option | (2) | 07/27/2016 | Common Stock, 0.001 par value | 2,250,000 | $ 0.49 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MUSHAKOV ANDREY 1701 EAST WEST HIGHWAY, APT.401 SILVER SPRING, MD 20910 |
Executive Vice President |
/s/ Andrey Mushakov | 08/07/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | The Common Stock of the Issuer was granted pursuant to an employment agreement between the Issuer and the Reporting Person, dated as of July 27, 2006. The Reporting Person may not directly or indirectly sell, transfer or otherwise dispose of $750,000 of such shares for a period of one year and the remaining 750,000 shares for a period of two years. |
(2) | The option vested with respect to 234,375 shares on July 27, 2006 and thereafter vests in equal monthly installments until all shares underlying the option have vested. The option immediately and automatically vests in full upon a Change of Control, the termination of the Reporting Person's employment by the Company without Cause, or the cessation by the Reporting Person of the Reporting Person's employment at the Company for Good Reason (all as defined in the employment agreement). |