CUSIP No. 469249106
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1.
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Names of Reporting Persons.
CapGen Capital Group IV LP
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
2,684,144
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
2,684,144
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,684,144
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
45.6%*
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14.
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Type of Reporting Person (See Instructions)
PN
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*
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The calculation of the percentage of outstanding shares is based on 5,890,880 shares of Common Stock (as defined herein) outstanding as of December 17, 2012, as disclosed by the Issuer (as defined herein) in its Preliminary Proxy Report on Schedule 14A filed with the Securities and Exchange Commission on January 10, 2013 (the “Proxy Statement”).
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CUSIP No. 469249106
|
|||||
1.
|
Names of Reporting Persons.
CapGen Capital Group IV LLC
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
x
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
OO
|
||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
2,684,144
|
|||
8.
|
Shared Voting Power
0
|
||||
9.
|
Sole Dispositive Power
2,684,144
|
||||
10.
|
Shared Dispositive Power
0
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,684,144
|
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
45.6%*
|
||||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
* The calculation of the percentage of outstanding shares is based on 5,890,880 shares of Common Stock outstanding as of December 17, 2012, as disclosed by the Issuer in the Proxy Statement.
|
CUSIP No. 469249106
|
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1.
|
Names of Reporting Persons.
Eugene A. Ludwig
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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||||
(a)
|
o
|
||||
(b)
|
x
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
OO
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||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|||
8.
|
Shared Voting Power
2,684,144
|
||||
9.
|
Sole Dispositive Power
0
|
||||
10.
|
Shared Dispositive Power
2,684,144
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,684,144
|
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
45.6%*
|
||||
14.
|
Type of Reporting Person (See Instructions)
IN
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|
* The calculation of the percentage of outstanding shares is based on 5,890,880 shares of Common Stock outstanding as of December 17, 2012, as disclosed by the Issuer in the Proxy Statement.
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EXPLANATORY NOTE
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Item 4.
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Purpose of Transaction
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 17
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Joint Filing Agreement, dated January 23, 2013, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC and Eugene A. Ludwig
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CAPGEN CAPITAL GROUP IV LP
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By:
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CAPGEN CAPITAL GROUP IV LLC,
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its general partner
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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Title:
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Managing Member
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CAPGEN CAPITAL GROUP IV LLC
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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Title:
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Managing Member
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EUGENE A. LUDWIG
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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Exhibit
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Title |
Exhibit 17
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Joint Filing Agreement, dated January 23, 2013, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC and Eugene A. Ludwig
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CAPGEN CAPITAL GROUP IV LP
|
||||
By:
|
CAPGEN CAPITAL GROUP IV LLC,
|
|||
its general partner
|
||||
By:
|
/s/ Eugene A. Ludwig
|
|||
Name:
|
Eugene A. Ludwig
|
|||
Title:
|
Managing Member
|
|||
CAPGEN CAPITAL GROUP IV LLC
|
||||
By:
|
/s/ Eugene A. Ludwig
|
|||
Name:
|
Eugene A. Ludwig
|
|||
Title:
|
Managing Member
|
|||
EUGENE A. LUDWIG
|
||||
By:
|
/s/ Eugene A. Ludwig
|
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Name:
|
Eugene A. Ludwig
|