FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/16/2010 |
3. Issuer Name and Ticker or Trading Symbol
HYTHIAM, INC. [ HYTM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 30,784,152 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants to purchase Common Stock | 07/06/2010 | 07/06/2015 | Common Stock | 1,500,000 | $0.2 | D | |
Warrants to purchase Common Stock | (1) | 11/06/2015 | Common Stock | 21,960,000(2) | $0.01 | D | |
Convertible Promissory Note | (3) | 11/16/2012 | Common Stock | 171,215,800(2)(3) | $0.01 | D |
Explanation of Responses: |
1. The Warrant is exercisable upon the availability of sufficient authorized and unissued shares of common stock, par value $0.0001 per share (the "Common Stock"). |
2. Represents shares available upon conversion. The Company does not currently have sufficient common stock authorized to effect the conversion. The Company plans to use its best efforts to increase the authorized and unissued shares. |
3. The Convertible Promissory Note (the "Note") is convertible into Common Stock (upon the availability of sufficient authorized and unissued shares of the Common Stock), for up to the entire unpaid amount of principal of the Note ($1,712,158), together with any interest accrued but unpaid thereon, divided by $0.01. The Note matures on November 16, 2012. |
Remarks: |
/s/ David E. Smith | 11/26/2010 | |
** 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 5 (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. |