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
Banyan Rail Services Inc. [ BARA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2014 | ||||||||||||||||||||||||||
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 | 09/08/2014 | J(2) | 17,649 | A | $0 | 565,317 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | J(2) | 7,700 | A | $0 | 573,017 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 30,000 | A | $10(4) | 603,017 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 88,889 | A | $11.25(5) | 691,906 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 9,709 | A | $10.3(6) | 701,615 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 32,663 | A | $9.95(7) | 734,278 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 26,000 | A | $10(8) | 760,278 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 18,182 | A | $5.5(9) | 778,460 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 24,000 | A | $12.5(10) | 802,460 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 8,333 | A | $12(11) | 810,793 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 20,000 | A | $6(12) | 830,793 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 34,738 | A | $5.75(13) | 865,531 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 47,619 | A | $5.25(14) | 913,150 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 11/18/2014 | C | 5,556 | A | $4.5(15) | 918,706 | I | Banyan Rail Holdings LLC(1) | ||
Common Stock | 5,833 | D |
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 Preferred Convertible Stock | $10 | 11/18/2014 | C | 3,000 | 02/01/2010 | (3) | Common Stock | 30,000 | $0 | 0 | I | Banyan Rail Holdings LLC(1) | |||
Series B Preferred Convertible Stock | $11.25 | 11/18/2014 | C | 10,000 | 10/15/2013 | (3) | Common Stock | 88,889 | $0 | 0 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $10.3 | 11/18/2014 | C | 1,000 | 06/30/2014 | (3) | Common Stock | 9,709 | $0 | 16,800 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $9.95 | 11/18/2014 | C | 3,250 | 06/30/2014 | (3) | Common Stock | 32,663 | $0 | 13,550 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $10 | 11/18/2014 | C | 1,600 | 06/30/2014 | (3) | Common Stock | 16,000 | $0 | 11,950 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $10 | 11/18/2014 | C | 1,000 | 06/30/2014 | (3) | Common Stock | 10,000 | $0 | 10,950 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $5.5 | 11/18/2014 | C | 1,000 | 06/30/2014 | (3) | Common Stock | 18,182 | $0 | 9,950 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $12.5 | 11/18/2014 | C | 3,000 | 06/30/2014 | (3) | Common Stock | 24,000 | $0 | 6,950 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $12 | 11/18/2014 | C | 1,000 | 06/30/2014 | (3) | Common Stock | 8,333 | $0 | 5,950 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $6 | 11/18/2014 | C | 1,200 | 06/30/2014 | (3) | Common Stock | 20,000 | $0 | 4,750 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $5.75 | 11/18/2014 | C | 2,000 | 06/30/2014 | (3) | Common Stock | 34,783 | $0 | 2,750 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $5.25 | 11/18/2014 | C | 2,500 | 06/30/2014 | (3) | Common Stock | 47,619 | $0 | 250 | I | Banyan Rail Holdings LLC(1) | |||
Series C Preferred Convertible Stock | $4.5 | 11/18/2014 | C | 250 | 06/30/2014 | (3) | Common Stock | 5,556 | $0 | 0 | I | Banyan Rail Holdings LLC(1) |
Explanation of Responses: |
1. The securities are owned by Banyan Rail Holdings LLC. Mr . Marino is the president of Banyan Rail Holdings LLC. |
2. The reporting person received shares of common stock as payment in lieu of a cash dividend on shares of preferred stock of the issuer. |
3. The securities do not have an expiration date. |
4. The issuer converted 3,000 shares of Series A Convertible Preferred Stock, at a conversion price of $10 per share, resulting in an acquisition of 30,000 shares of common stock. The Series A Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price of $10 per share. |
5. The issuer converted 10,000 shares of Series B Convertible Preferred Stock, at a conversion price of $11.25 per share, resulting in an acquisition of 88,889 shares of common stock. The Series B Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price of $11.25 per share. |
6. The issuer converted 1,000 shares of Series C Convertible Preferred Stock, at a conversion price of $10.30 per share, resulting in an acquisition of 9,709 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
7. The issuer converted 3,250 shares of Series C Convertible Preferred Stock, at a conversion price of $9.95 per share, resulting in an acquisition of 32,663 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
8. The issuer converted 2,600 shares of Series C Convertible Preferred Stock, at a conversion price of $10.00 per share, resulting in an acquisition of 26,000 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
9. The issuer converted 1,000 shares of Series C Convertible Preferred Stock, at a conversion price of $5.50 per share, resulting in an acquisition of 18,182 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
10. The issuer converted 3,000 shares of Series C Convertible Preferred Stock, at a conversion price of $12.50 per share, resulting in an acquisition of 24,000 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
11. The issuer converted 1,000 shares of Series C Convertible Preferred Stock, at a conversion price of $12.00 per share, resulting in an acquisition of 8,333 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
12. The issuer converted 1,200 shares of Series C Convertible Preferred Stock, at a conversion price of $6.00 per share, resulting in an acquisition of 20,000 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
13. The issuer converted 2,000 shares of Series C Convertible Preferred Stock, at a conversion price of $5.75 per share, resulting in an acquisition of 34,783 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
14. The issuer converted 2,500 shares of Series C Convertible Preferred Stock, at a conversion price of $5.25 per share, resulting in an acquisition of 47,619 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
15. The issuer converted 250 shares of Series C Convertible Preferred Stock, at a conversion price of $4.50 per share, resulting in an acquisition of 5,556 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock. |
/s/ Christopher J. Hubbert, Attorney-in-Fact for Gary O. Marino | 12/03/2014 | |
** 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. |