SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
BANK OF AMERICA CORP /DE/

(Last) (First) (Middle)
BANK OF AMERICA CORPORATE CENTER
100 N. TRYON ST.

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Uni-Pixel [ UNXL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
11/04/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 11/04/2009 C4(1) 8,340,225(1) A(1) (1)(2) 12,389,590(1) I(3) By Subsidiary(3)
Common Stock 11/04/2009 J4(1) 377,594(1) A(1) (1)(2) 12,389,590(1) I(3) By Subsidiary(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock $1.4(1)(2) 11/04/2009 4J(1) 892,858(1) (4) (4) Common Stock 8,717,819(1) $0.00(1) 0(1) I(3) By Subsidiary(3)
Warrant to Purchase Common Stock $1.4 11/04/2009 4J(5) 3,214,289(5) (6) (6) Common Stock 3,214,289(5) $0.00(1) 0(1) I(3) By Subsidiary(3)
Warrant to Purchase Common Stock $0.5 11/04/2009 4J(5) 3,671,771(5) (7) 10/31/2019 Common Stock 3,671,771(5) $0.00(1) 3,671,771(5) I(3) By Subsidiary(3)
1. Name and Address of Reporting Person*
BANK OF AMERICA CORP /DE/

(Last) (First) (Middle)
BANK OF AMERICA CORPORATE CENTER
100 N. TRYON ST.

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.

(Last) (First) (Middle)
ONE BRYANT PARK

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to an Amended and Restated Conversion Agreement dated November 4, 2009 (the "Conversion Agreement"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS") surrendered and exchanged 892,858 shares of Uni-Pixel, Inc. Series C Preferred Stock ("Preferred Stock") for 8,717,819 shares of Uni-Pixel common stock ("Common Stock"), which included 377,594 shares relating to additionally awarded dividends.
2. Each share of Preferred Stock was convertible into a number of shares of Common Stock equal to the quotient obtained by dividing $11.20, plus accrued and unpaid dividends, and any other declared and unpaid dividends, by $1.40.
3. The transactions reported on this Form 5 were effected by MLPFS, an indirect, wholly owned subsidiary of Bank of America Corporation.
4. The Preferred Stock was convertible at any time and had no expiration date.
5. Pursuant to the Conversion Agreement, a warrant to purchase 3,214,289 shares of Common Stock for a purchase price of $1.40 per share was cancelled, and a new warrant to purchase 3,671,771 shares of Common Stock for a purchase price of $0.50 was issued to MLPFS.
6. The original warrant was exercisable until it was forfeited and exchanged pursuant to the Conversion Agreement.
7. The new warrant is currently exercisable.
Remarks:
/s/ Debra Cho 02/04/2010
/s/ Robert Shine 02/04/2010
** 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 4 (b)(v).
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