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
LECG CORP [ XPRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2011 | ||||||||||||||||||||||||||
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(1) | 03/31/2011 | J | 53,779,795 | A | (1) | 67,177,123 | I | See footnote(2) | ||
Common Stock | 03/31/2011 | J | 223,975 | A | (1) | 279,769 | I | See footnote(3) |
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 Convertible Redeemable Preferred Stock | $3.96(4) | 03/31/2011 | J | 3,772,169 | (5) | (5) | Common Stock | 3,772,169(4) | $3.96(4) | 2,514,779 | I | See footnote(6) | |||
Series A Convertible Redeemable Preferrred Stock | $3.96(4) | 03/31/2011 | J | 15,710 | (5) | (5) | Common Stock | 15,710(4) | $3.96(4) | 10,473 | I | See footnote(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This report is filed in connection with the exchange of an aggregate 3,787,879 shares of Series A Convertible Redeemable Preferred Stock for an aggregate 54,003,770 shares of common stock. The number of common shares issued was determined based on the $15 million liquidation preference of the cancelled preferred shares plus accrued dividends divided by an exchange price of $0.30 per share. This report is filed jointly by Great Hill Equity Partners III, LP ("GHEPIII"), Great Hill Investors, LLC ("GHI"), Great Hill Partners GP III, LP ("GHEPIIIGP"), GHP III, LLC ("GHPIII"), John G. Hayes ("Hayes") and Matthew T. Vettel ("Vettel" and together with GHEPIII, GHI, GHEPIIIGP, GHPIII and Hayes, the "Reporting Persons"). The Reporting Persons may be deemed part of a group with Christopher S. Gaffney, who is a manager of GHI and a director of LECG. |
2. Consists of 53,779,775 shares directly beneficially owned by GHEP III. GHEPIIIGP is the sole general partner of GHEPIII and may be deemed to indirectly beneficially own the shares beneficially owned by GHEPIII. GHPIII is the sole general partner of GHEPIIIGP and may be deemed to indirectly beneficially own the shares beneficially owned by GHEPIIIGP. Hayes and Vettel are managers of GHPIII, and as such, may be deemed to indirectly beneficially own the shares beneficially owned by GHPIII. Hayes and Vettel disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. |
3. Consists of 223,975 shares directly beneficially owned by GHI. Hayes is a manager of GHI, and as such, may be deemed to indirectly beneficially own the shares beneficially owned by GHI. Hayes disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
4. Subject to adjustment from time to time in accordance with LECG's certificate of incorporation. |
5. The Series A Convertible Redeemable Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. |
6. Consists of 2,514,779 shares directly beneficially owned by GHEP III. GHEPIIIGP is the sole general partner of GHEPIII and may be deemed to indirectly beneficially own the shares beneficially owned by GHEPIII. GHPIII is the sole general partner of GHEPIIIGP and may be deemed to indirectly beneficially own the shares beneficially owned by GHEPIIIGP. Hayes and Vettel are managers of GHPIII, and as such, may be deemed to indirectly beneficially own the shares beneficially owned by GHPIII. Hayes and Vettel disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. |
7. Consists of 10,473 shares directly beneficially owned by GHI. Hayes is a manager of GHI, and as such, may be deemed to indirectly beneficially own the shares beneficially owned by GHI. Hayes disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
Remarks: |
On behalf of GHEPIII, GHI, GHEPIIIGP, GHPIII, John G. Hayes, and Matthew T. Vettel. |
/s/ Laurie T. Gerber as attorney-in-fact pursuant to power of attorney | 04/04/2011 | |
** 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. |