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
26,684,144
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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
26,684,144
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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
26,684,144
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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)
49.8%*
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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 February 1, 2013, as disclosed by the Issuer (as defined herein) in its Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission on February 8, 2013, plus 47,640,000 shares of Common Stock issued on February 19, 2013 upon mandatory conversion of the Preferred Stock (as defined herein).
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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
26,684,144
|
|||
8.
|
Shared Voting Power
0
|
||||
9.
|
Sole Dispositive Power
26,684,144
|
||||
10.
|
Shared Dispositive Power
0
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
26,684,144
|
||||
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)
49.8%*
|
||||
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 February 1, 2013, as disclosed by the Issuer in the Registration Statement, plus 47,640,000 shares of Common Stock issued on February 19, 2013 upon mandatory conversion of the Preferred Stock.
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CUSIP No. 469249106
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1.
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Names of Reporting Persons.
Eugene A. Ludwig
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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.
|
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
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
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|||
8.
|
Shared Voting Power
26,684,144
|
||||
9.
|
Sole Dispositive Power
0
|
||||
10.
|
Shared Dispositive Power
26,684,144
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
26,684,144
|
||||
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)
49.8%*
|
||||
14.
|
Type of Reporting Person (See Instructions)
IN
|
*
|
The calculation of the percentage of outstanding shares is based on 5,890,880 shares of Common Stock outstanding as of February 1, 2013, as disclosed by the Issuer in the Registration Statement, plus 47,640,000 shares of Common Stock issued on February 19, 2013 upon mandatory conversion of the Preferred Stock.
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CUSIP No. 469249106
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1.
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Names of Reporting Persons.
Robert B. Goldstein
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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)
|
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.
|
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
United States
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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
0
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8.
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Shared Voting Power
17,500(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
17,500(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,500(1)
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12.
|
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)
(2)*
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14.
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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 February 1, 2013, as disclosed by the Issuer in the Registration Statement, plus 47,640,000 shares of Common Stock issued on February 19, 2013 upon mandatory conversion of the Preferred Stock.
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(1)
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Robert B. Goldstein and his spouse, Candy K. Goldstein share voting and dispositive power of these shares.
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(2)
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Less than 1%
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CUSIP No. 469249106
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1.
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Names of Reporting Persons.
John W. Rose
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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)
|
x
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3.
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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.
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|||
8.
|
Shared Voting Power
80,700(1)
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9.
|
Sole Dispositive Power
0
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10.
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Shared Dispositive Power
80,700(1)
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
80,700(1)
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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)
(2)*
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||||
14.
|
Type of Reporting Person (See Instructions)
IN
|
*
|
The calculation of the percentage of outstanding shares is based on 5,890,880 shares of Common Stock outstanding as of February 1, 2013, as disclosed by the Issuer in the Registration Statement, plus 47,640,000 shares of Common Stock issued on February 19, 2013 upon mandatory conversion of the Preferred Stock.
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(1)
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John W. Rose and his spouse Cheryl H. Rose share voting and dispositive power of these shares.
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(2)
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Less than 1%
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Item 2.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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Reporting Person
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Amount Beneficially Owned
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Percent of Class
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Sole Power to Vote or Direct the Vote
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Shared Power to Vote or Direct the Vote
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Sole Power to Dispose or to Direct the
Disposition
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Shared Power to Dispose or to
Direct the Disposition
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CapGen Capital Group IV LP
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26,684,144
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49.8%
|
26,684,144
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0
|
26,684,144
|
0
|
CapGen Capital Group IV LLC
|
26,684,144
|
49.8%
|
26,684,144
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0
|
26,684,144
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0
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Eugene A. Ludwig
|
26,684,144
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49.8%
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0
|
26,684,144
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0
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26,684,144
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Robert B. Goldstein
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17,500
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(1)
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0
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17,500
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0
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17,500
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John W. Rose
|
80,700
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(1)
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0
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80,700
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0
|
80,700
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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 February 1, 2013, as disclosed by the Issuer in the Registration Statement, plus 47,640,000 shares of Common Stock issued on February 19, 2013 upon mandatory conversion of the Preferred Stock.
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(1) Less than 1%
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Item 6.
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Contracts, Arrangements or Understandings with Respect to Securities of the Issuer
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 18
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Joint Filing Agreement, dated February 21, 2013, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC, Robert B. Goldstein, Eugene A. Ludwig and John W. Rose
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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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ROBERT B. GOLDSTEIN
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By:
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/s/ Robert B. Goldstein
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Name:
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Robert B. Goldstein
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JOHN W. ROSE
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By:
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/s/ John W. Rose
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Name:
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John W. Rose
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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 18
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Joint Filing Agreement, dated February 21, 2013, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC, Robert B. Goldstein, Eugene A. Ludwig and John W. Rose
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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
|
||||
By:
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/s/ Eugene A. Ludwig
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Name:
|
Eugene A. Ludwig
|
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Title:
|
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:
|
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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ROBERT B. GOLDSTEIN
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By:
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/s/ Robert B. Goldstein
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Name:
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Robert B. Goldstein
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JOHN W. ROSE
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By:
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/s/ John W. Rose
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Name:
|
John W. Rose
|