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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 0.44 (1) | 06/06/2012(2) | A | 750,000 | (3) | 04/30/2022 | Common Stock | 750,000 | $ 0 | 750,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ANGELINI ANTHONY C/O FORTRESS INTERNATIONAL GROUP 7226 LEE DEFOREST DRIVE, SUITE 104 COLUMBIA, MD 21046 |
X | Chief Executive Officer |
/s/ Anthony Angelini | 06/08/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | Exercise price is equal to the average of the high and low bid prices for the Company's common stock reported daily on the OTCQB marketplace during the 20 trading days following April 30, 2012. |
(2) | The option grant was approved by the Company's board of directors on April 30, 2012, subject to stockholder approval of an amendment to the Company's 2006 Omnibus Incentive Compensation Plan to increase the maximum number of shares of common stock that may be issued under that plan. The Company's stockholders approved that amendment on June 6, 2012. |
(3) | The option becomes exercisable in six 125,000-share increments when the fair market value of the Company's common stock is at least $1.50, $2.00, $2.50, $3.00, $3.50, and $4.00, respectively, for 20 consecutive business days. |