- Initial Statement of Beneficial Ownership (3)
2009年12月18日 - 6:47AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Garville Gregory J
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2. Date of Event Requiring Statement (MM/DD/YYYY)
12/15/2009
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3. Issuer Name
and
Ticker or Trading Symbol
'mktg, inc.' [CMKG]
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(Last)
(First)
(Middle)
C/O UNION CAPITAL CORPORATION, 445 PARK AVENUE, 14TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
(1)
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152159
(1)
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I
(1)
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See footnote
(1)
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Common Stock
(2)
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15000
(2)
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I
(2)
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See footnote
(2)
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Common Stock
(3)
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20000
(3)
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D
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series D Convertible Participating Preferred Stock
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(4)
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(5)
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Common Stock
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(6)
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$0.47
(7)
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I
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See footnote
(8)
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Warrants to Purchase Common Stock
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(9)
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(10)
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Common Stock
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(11)
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$0.001
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I
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See footnote
(8)
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Explanation of Responses:
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(
1)
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Represents shares of Common Stock owned by the James C. Marlas 2007 Charitable Remainder UniTrust, of which Mr. Marlas and his wife are the lifetime beneficiaries and Mr. Marlas serves as the sole trustee. No other Reporting Person has any pecuniary interest in any of such shares.
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(
2)
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Represents shares of Common Stock owned by the James C. Marlas Revocable Trust dated 11/09/07, of which Mr. Marlas is the sole owner and beneficiary. No other Reporting Person has any pecuniary interest in any of such shares.
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(
3)
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Represents shares of Common Stock held in an individual retirement account for the benefit of Mr. Marlas, and are reported as being directly beneficially owned by Mr. Marlas. No other Reporting Person has any pecuniary interest in any of such shares.
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(
4)
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The Series D Convertible Participating Preferred Stock is immediately convertible.
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(
5)
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The conversion feature continues until December 15, 2015.
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(
6)
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2,132,500 shares of Series D Convertible Participating Preferred Stock initially convert into 4,537,234 shares of Common Stock, subject to adjustment.
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(
7)
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Each share of Series D Convertible Participating Preferred Stock, par value $0.001 per share, is initially convertible into shares of Common Stock at a ratio of 1.00/.47.
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(
8)
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Represents securities directly owned by UCC-mktg Investment, LLC ("UCC-Investment"). On December 15, 2009, UCC-Investment purchased 2,132,500 shares of the Issuer's Series D Convertible Participating Preferred Stock and warrants to purchase 2,095,200 shares of Common Stock pursuant to a private placement of the Issuer's securities. Each of the other Reporting Persons may be indirect beneficial owners of certain of such securities as follows: UCC-mktg Partners, LLC ("UCC-Partners"), as the manager of UCC-Investment; Mr. Garville as a Managing Director and member of UCC-Partners; and Mr. Marlas as Managing Director and member of UCC-Partners. See the disclaimer below.
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(
9)
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The Warrants are exercisable on June 13, 2010 (180 days after issuance on December 15, 2009).
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(
10)
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The Warrants expire on December 15, 2015.
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(
11)
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The Warrants are exercisable for 2,095,200 shares of Common Stock.
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Remarks:
Gregory J. Garville is a director of 'mktg, inc.' In addition, Mr. Garville is a Managing Director of UCC-Partners, the manager of UCC-Investment. Mr. Marlas is a Managing Director of UCC-Partners, the manager of UCC-Investment. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. The mailing address of each of the Reporting Persons is c/o Union Capital Corporation, 445 Park Avenue, 14th Floor, New York, New York 10022.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Garville Gregory J
C/O UNION CAPITAL CORPORATION
445 PARK AVENUE, 14TH FLOOR
NEW YORK, NY 10022
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X
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X
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Marlas James C.
C/O UNION CAPITAL CORPORATION
445 PARK AVENUE, 14TH FLOOR
NEW YORK, NY 10022
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X
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UCC-mktg Investment, LLC
C/O UNION CAPITAL CORPORATION
445 PARK AVENUE, 14TH FLOOR
NEW YORK, NY 10022
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X
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UCC-mktg Partners, LLC
C/O UNION CAPITAL CORPORATION
445 PARK AVENUE, 14TH FLOOR
NEW YORK, NY 10022
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X
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Signatures
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/s/ Gregory J. Garville
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12/17/2009
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**
Signature of Reporting Person
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Date
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/s/ James C. Marlas
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12/17/2009
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**
Signature of Reporting Person
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Date
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/s/ Gregory J. Garville, as Managing Director of UCC-mktg Partners, LLC
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12/17/2009
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**
Signature of Reporting Person
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Date
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/s/ Gregory J. Garville, as Managing Director of UCC-mktg Partners, LLC, the manager of UCC-mktg Investment, LLC
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12/17/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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