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
LQ CORP INC [ LQCI.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2007 | ||||||||||||||||||||||||||
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 | 07/31/2007 | U | 92,488 | D | (1)(2) | 0 | I | By Barington Companies Equity Partners, L.P. | ||
Common Stock | 07/31/2007 | U | 151,161 | D | (1)(3) | 0 | I | By Barington Companies Offshore Fund, Ltd. | ||
Common Stock | 07/31/2007 | U | 125,564 | D | (1)(4) | 0 | I | By Barington Capital Group, L.P. |
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 | ||||||||
Option | $0.79 | 07/31/2007 | U | 4,200 | 05/14/2002 | 05/14/2012 | Common Stock | 4,200 | (5) | 0 | D | ||||
Option | $2.07 | 07/31/2007 | U | 58,800 | 07/18/2003 | 07/18/2013 | Common Stock | 58,800 | (6) | 0 | D | ||||
Option | $2.07 | 07/31/2007 | U | 58,800 | 07/18/2003 | 07/18/2013 | Common Stock | 58,800 | (7) | 0 | D | ||||
Option | $1.82 | 07/31/2007 | U | 37,000 | 11/16/2004 | 11/16/2009 | Common Stock | 37,000 | (8) | 0 | D | ||||
Option | $1.85 | 07/31/2007 | U | 1,400 | 10/26/2005 | 10/26/2015 | Common Stock | 1,400 | (9) | 0 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Transactions reflect exchange of 3.68 shares of the common stock of Sielox, Inc. ("Sielox"), formerly known as Dynabazaar, Inc., for each share of the Issuer's common stock pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of February 26, 2007, as amended (the "Merger Agreement"), by and among the Issuer, Dynabazaar, Inc. and LQ Merger Corp. On the effective date of the merger, the closing price of Sielox's common stock was $0.305 per share. |
2. Disposed of pursuant to the Merger Agreement in exchange for 340,355 shares of Dynabazaar common stock. |
3. Disposed of pursuant to the Merger Agreement in exchange for 556,272 shares of Dynabazaar common stock. |
4. Disposed of pursuant to the Merger Agreement in exchange for 462,075 shares of Dynabazaar common stock. Excludes shares owned directly by Barington Companies Equity Partners, L.P. and Barington Companies Offshore Fund, Ltd. |
5. This option was assumed by Sielox in the merger and replaced with an option to purchase 15,456 shares of Sielox common stock for $0.21 per share. |
6. This option was assumed by Sielox in the merger and replaced with an option to purchase 216,384 shares of Sielox common stock for $0.56 per share. |
7. This option was assumed by Sielox in the merger and replaced with an option to purchase 216,384 shares of Sielox common stock for $0.56 per share. |
8. This option was assumed by Sielox in the merger and replaced with an option to purchase 136,160 shares of Sielox common stock for $0.49 per share. |
9. This option was assumed by Sielox in the merger and replaced with an option to purchase 5,152 shares of Sielox common stock for $0.50 per share. |
Remarks: |
Prior to the effective date of the merger, each Reporting Person was deemed to be a member of a Section 13(d) group that owned more than 10% of the Issuer's outstanding common stock. |
BARINGTON COMPANIES EQUITY PARTNERS, L.P., By: Barington Companies Investors, LLC, its general partner, By: /s/ James A. Mitarotonda, its managing member | 08/02/2007 | |
BARINGTON COMPANIES INVESTORS, LLC, By: /s/ James A. Mitarotonda, its managing member | 08/02/2007 | |
BARINGTON COMPANIES OFFSHORE FUND, LTD., By: /s/ James A. Mitarotonda, its president | 08/02/2007 | |
BARINGTON OFFSHORE ADVISORS II, LLC, By: /s/ James A. Mitarotonda, its managing member | 08/02/2007 | |
BARINGTON CAPITAL GROUP, L.P., By: LNA Capital Corp., its general partner, By: /s/ James A. Mitarotonda, its president and CEO | 08/02/2007 | |
LNA CAPITAL CORP., By: /s/ James A. Mitarotonda, its its president and CEO | 08/02/2007 | |
/s/ James A. Mitarotonda | 08/02/2007 | |
** 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. |