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
MICROISLET INC [ MIIS.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/18/2008 | ||||||||||||||||||||||||||
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 | 11/01/2007 | J | V | 4,117 | A | $0.576(1) | 1,186,233 | D | ||
Common Stock | 12/01/2007 | J | V | 4,853 | A | $0.4729(1) | 1,191,086 | D | ||
Common Stock | 01/01/2008 | J | V | 5,021 | A | $0.4723(1) | 1,196,107 | D | ||
Common Stock | 02/01/2008 | J | V | 5,017 | A | $0.4727(1) | 1,201,124 | D | ||
Common Stock | 03/01/2008 | J | V | 5,509 | A | $0.4027(1) | 1,206,633 | D | ||
Common Stock | 04/01/2008 | J | V | 6,465 | A | $0.3668(1) | 1,213,098 | D | ||
Common Stock | 05/01/2008 | J | V | 6,409 | A | $0.3581(1) | 1,219,507 | 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 | ||||||||
Warrant (right to buy) | $0.4 | 04/18/2008 | A | 80,000(2)(3) | 04/18/2009 | 04/18/2014 | Common Stock | 80,000(2)(3) | $0(2) | 80,000 | D | ||||
Warrant (right to buy) | $0.4 | 04/30/2008 | A | 120,000(2)(3) | 04/18/2009 | 04/18/2014 | Common Stock | 120,000(2)(3) | $0(2) | 200,000 | D |
Explanation of Responses: |
1. Represents shares of common stock issued to the reporting person in satisfaction of debt for liquidated damages previously contracted under a registration rights agreement. The liquidated damages amounted to approximately $ 2,371.50 due on November 1, 2007, $ 2,295.00 due on December 1, 2007 , $ 2,371.50 due on January 1, 2008, $ 2,371.50 due on February 1, 2008, $ 2,218.50 due on March 1, 2008, $ 2,371.50 due on April 1, 2008 and $2,295.00 due on May 1, 2008. The price per share was based on the volume-weighted closing price of the common stock as reported on the OTC BB for the five trading days preceding the liquidated penalty payment. |
2. This warrant was issued in consideration for the reporting person's loans under a subordinated unsecured revolving promissory note. It may be exercised to purchase a number of shares of the issuer's common stock equal to the quotient of the aggregate funds advanced by the reporting person to the issuer under such note, divided by $2.50, up to a maximum of 200,000 shares. On April 18, 2008, the reporting person advanced $200,000 to the issuer under the note and the warrant became exercisable for 80,000 shares; and on April 30, 2008, the reporting person advanced $300,000 to the issuer under the note and the warrant became exercisable for an additional 120,000 shares. |
3. The number of shares of common stock that may be exercised by the reporting person shall automatically be limited to the extent necessary to ensure that, following such exercise, the total number of shares of common stock then beneficially owned by the reporting person does not exceed 4.999% of the total number of issued and outstanding shares of the Issuer's common stock. The reporting person may waive this restriction upon 61 days prior notice to the issuer. |
Remarks: |
/s/ Tom Sweeney, Attorney-in-Fact | 05/02/2008 | |
** 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. |