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
Uni-Pixel [ UNXL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2012 | ||||||||||||||||||||||||||
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 | 08/09/2012 | S | 1,037,080 | D | $5.25 | 0(1) | I | See footnotes(2)(3)(4) |
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 |
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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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. On December 10, 2010, the Common Stock of the Issuer underwent a reverse stock split at a ratio of 1:15, resulting in the reporting persons' ownership of 1,037,080 shares of Common Stock immediately preceding the transaction reported on this line. |
2. The shares of Common Stock to which this relates were held directly by (i) The Altar Rock Fund Liquidating Trust ("Altar Rock") (the liquidating entity for The Altar Rock Fund L.P.) and (ii) The Raptor Global Portfolio Liquidating Trust ("Raptor Global") (the liquidating entity for The Raptor Global Portfolio Ltd.). Raptor Capital Management LP (the "Manager") has voting and dispositive authority over the securities directly owned by Altar Rock and Raptor Global. |
3. Raptor Capital Management GP LLC, a Delaware limited liability company (the "General Partner") is the general partner of the Manager. The General Partner may be deemed to control the Manager and therefore may be deemed to beneficially own securities reported herein. Raptor Group Holdings LP, a Delaware limited partnership ("Group Holdings"), is the managing member of the General Partner. It may be deemed to control the General Partner and therefore may be deemed to beneficially own the securities reported herein. Raptor Holdco GP LLC ("Holdco") is the general partner of Group Holdings. As such, it may be deemed to control Group Holdings and it may be deemed to be the beneficial owner of the securities reported herein. |
4. (continued from footnote 3) Raptor Capital Management, Inc., a Delaware corporation ("RCM, Inc."), is the managing member of Holdco. As such it may be deemed to control Holdco and to be the beneficial owner of the securities reported herein. James J. Pallotta is the Chairman of the Board of Directors, President and Managing Director of RCM, Inc. As such, Mr. Pallotta may be deemed to beneficially own the securities reported herein. Each of the Manager, the General Partner, Group Holdings, Holdco, RCM, Inc. and Mr. Pallotta expressly disclaim beneficial ownership except to the extent of its pecuniary interest therein. |
Remarks: |
/s/ Robert Needham, Attorney in Fact for the Reporting Persons | 08/13/2012 | |
** 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. |