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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
IXI Mobile, Inc. [ IXMO.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 01/08/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 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 | 01/08/2009 | S | 3,487,894 | D | (2) | 0 | I | See Footnote(1) | ||
Series A Preferred Stock | 01/08/2009 | C | 137,265 | A | $0 | 137,265 | I | See Footnote(1) | ||
Series A Preferred Stock | 01/08/2009 | S | 137,265 | D | (2) | 0 | I | See Footnote(1) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant | $4.1 | 01/08/2009 | S | 416,667 | (3) | 11/25/2012 | Common Stock | 416,667 | (2) | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $34.5 | 01/08/2009 | C | $4,735,616 | (4) | (4) | Series A Preferred Stock | 137,265 | $0 | 0 | I | See Footnote(1) |
Explanation of Responses: |
1. Represents all shares held by (i) Gemini Israel III LP, Gemini Partners Investors LP, Gemini Israel III Overflow Fund LP and Gemini Israel III Parallel Fund LP of which the reporting person is the Managing Partner of the General Partner. The reporting person disclaims beneficial ownership of any shares in which it does not have an actual pecuniary interest. |
2. On January 8, 2009, the reporting person sold 3,487,894 shares of Common Stock, 137,265 shares of Series A Preferred Stock and Warrants to purchase 416,667 shares of Common Stock in exchange for a warrant to purchase 77 ordinary shares of Runcom Technologies, Ltd., a privately held corporation, at an exercise price of $2,066 per share. |
3. The Warrants are immediately exercisable on a one-for-one basis into shares of Common Stock. |
4. On January 8, 2009, the terms of the Convertible Note were amended such that the Convertible Notes became convertible into shares of Series A Preferred Stock instead of Common Stock, at a conversion price of $34.50 per share. On December 31, 2008, the reporting person converted all outstanding Convertible Notes in 137,265 shares of the Issuer's Series A Preferred Stock. The conversion was pursuant to the terms of the Convertible Note and did not include any consideration. The conversion rights under the Convertible Notes did not have an expiration date. |
By: /s/ Yossi Sela for Gemini Israel Funds Ltd. | 01/14/2009 | |
By: /s/ Yossi Sela for Gemini Partner Investors LP | 01/14/2009 | |
By: /s/ Yossi Sela for Gemini Israel III Parallel Fund LP | 01/14/2009 | |
By: /s/ Yossi Sela for Gemini Israel III Overflow Fund LP | 01/14/2009 | |
By: /s/ Yossi Sela for Gemini Israel III LP | 01/14/2009 | |
By: /s/ Yossi Sela for Gemini Capital Associate III Limited Partnership | 01/14/2009 | |
** 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. |