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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 | ||||||||
| 12% Series A Convertible Promissory Note | $ 1.75 | 04/07/2014 | M | 1 | 03/27/2014 | 03/31/2015 | Common Stock | 1,141 (4) (5) | (4) (5) | 0 | I | See footnotes. (4) (5) | |||
| 12% Series A Convertible Promissory Note | $ 1.75 | 04/07/2014 | M | 1 | 03/27/2014 | 03/31/2015 | Common Stock | 34,384 (6) | (6) | 0 | I | See footnotes. (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BARNEY JERRY D 841 ANDREW RUN CANYON LAKE, TX 78133 |
X | |||
| /s/ Jerry D. Barney | 04/14/2014 | |
| **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) | At the time of this transaction, Mr. Barney held a 1.7% pecuniary interest in 100 shares of common stock purchased by an investment club of which he is a member. Upon this transaction, the investment club held 50,100 shares of common stock. |
| (2) | Mr. Barney holds a pecuniary interest in securities held by an investment club of which he is a member. In his Form 3 filed on November 7, 2013 and the transaction described above under footnote "(1)", it was correctly reported that he held a 1.7% pecuniary interest in securities held by the investment club, equaling 852 shares of the 50,100 shares of common stock held by the investment club as of those dates. Subsequent to those dates, due solely to a change in membership of the club, his pecuniary interest in the securities held by the club increased to 2.6%, equaling 1,300 shares of the 50,000 shares of common stock held by the investment club immediately prior to the filing of this report. The amount of securities reported in this transaction represents his 2.6% pecuniary interest in the 43,880 shares of common stock acquired by the investment club. |
| (3) | Mr. Barney holds a 33.3% pecuniary interest in securities held by an entity that is wholly-owned by the Barney 2012 Children's Trust of which he is a beneficiary. The amount of securities reported in this transaction represents his 33.3% pecuniary interest in the 103,255 shares of common stock acquired by the investment club. |
| (4) | Mr. Barney holds a pecuniary interest in securities held by an investment club of which he is a member. In his Form 3/A filed on April 14, 2014, it was correctly reported that he held a 1.7% pecuniary interest in securities held by the investment club, equaling 731 shares of the 71,429 shares of common stock into which the investment club's 60.2% interest in the principal amount of the promissory note was convertible. Subsequent to October 28, 2013, due solely to a change in membership of the club, his pecuniary interest in the securities held by the club increased to 2.6%, equaling 1,118 shares of the investment club's 60.2% interest of the 71,429 share into which the principal amount of the promissory note was convertible immediately prior to the filing of this report. (This footnote "(4)" is continued in footnote "(5)" below.) |
| (5) | The amount of securities reported in this transaction represents his 2.6% pecuniary interest in the 43,880 shares of common stock into which the investment club's 60.2% interest of the $125,000 in principal amount of the promissory note is convertible and the investment club's 60.2% interest of the $2,556.27 in accrued and unpaid interest of the promissory note is convertible. |
| (6) | Mr. Barney holds a 33.3% pecuniary interest in the promissory note held by an entity that is wholly-owned by the Barney 2012 Children's Trust of which he is a beneficiary. The amount of securities reported in this transaction represents his 33.3% pecuniary interest in the 103,255 shares of common stock into which the $175,000 in principal amount of the promissory note is convertible (100,000 shares) and the $5,695.89 in accrued and unpaid interest of the promissory note is convertible (3,255 shares). |