FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARCADIA RESOURCES, INC [ (KAD) ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/25/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.001 per share ("Common Stock")(1) | 03/25/2009 | A | 4,057,958 | A | (2) | 19,293,354 | D | |||
Common Stock(1) | 03/25/2009 | A | 4,444,444 | A | (2) | 23,737,798 | D | |||
Common Stock(1) | 03/25/2009 | A | 1,572,000 | A | (2) | 25,309,798 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Warrant (exercisable into Common Stock)(1) | $0.5 | 03/25/2009 | D | 1,572,000 | 05/04/2004 | 05/04/2011 | Common Stock | 1,572,000 | (2) | 0 | D | ||||
Series B-1 Warrant (exercisable into Common Stock)(1) | $0.001 | 03/25/2009 | M | 4,444,444 | 09/28/2005 | 09/28/2009 | Common Stock | 4,444,444 | (2) | 0 | D | ||||
Series B-2 Warrant (exercisable into Common Stock)(1) | $2.25 | 03/25/2009 | D | 1,555,555 | 09/28/2005 | 09/28/2009 | Common Stock | 1,555,555 | (2) | 0 | D |
Explanation of Responses: |
1. JANA Partners LLC disclaims beneficial ownership of any such securities in excess of its actual pecuniary interest. |
2. In an exchange agreement, the terms of which were approved in advance by the Issuer's board of directors in the manner prescribed by Rule 16b-3(d), JANA Partners LLC agreed to (i) exchange with the Issuer its Series A Warrants for 1,572,000 shares of Common Stock; (ii) cancel its Series B-2 Warrants and (iii) exercise in full its Series B-1 Warrants, and Jana Partners LLC was issued 4,057,958 shares of Common Stock. |
/s/ JANA Partners LLC by Charles Penner, General Counsel | 03/27/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |