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
Uni-Pixel [ UNXL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2009 | ||||||||||||||||||||||||||
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 | 11/06/2009 | J(1) | 4,929,111(1) | A(1) | (1) | 4,929,111(1) | I(2) | See Footnotes(2) |
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 B Preferred Stock | $0 | 11/06/2009 | J(1) | 769,974(1) | 02/13/2007 | (6) | Common Stock(1) | 4,929,111(1) | $0.00(1) | 0(1) | I(2) | See Footnotes(2) | |||
Warrant to Purchase Common Stock | $1.24 | 11/06/2009 | J(3) | 1,645,647(3) | 02/13/2007 | 02/13/2017 | Common Stock | 1,645,647 | $0.00(3) | 0(3) | I(4)(5) | See Footnotes(4)(5) |
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. The Series B Preferred Stock (the "Preferred Stock") of Uni-Pixel, Inc. (the "Company") was reclassified into Common Stock of the Company (the "Common Stock")(collectively, the "Reclassification"), with an effective date of November 6, 2009. The Tudor BVI Global Portfolio L.P. ("BVI") was a holder of the Preferred Stock (769,974.40 shares), and in connection with the Reclassification of the Preferred Stock to the Common Stock (3,849,872 shares) also received additional Common Stock relating to accrued and additionally awarded dividends (1,079,239 shares). |
2. Tudor Investment Corporation ("TIC") is the trading advisor to BVI. The 4,929,111 shares of Common Stock reported herein as indirectly beneficially owned by TIC are directly beneficially owned by BVI. Because TIC provides investment advisory services to BVI, TIC may be deemed to beneficially own the Common Stock owned by BVI. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities. Because Paul Tudor Jones ("Jones") is the controlling shareholder of TIC, Jones may be deemed to indirectly beneficially own the Common Stock deemed indirectly beneficially owned by TIC. Jones expressly disclaims such beneficial ownership. |
3. In connection with the Reclassification, this Warrant to Purchase Common Stock (the "Warrant") held by BVI was canceled, and a new warrant to purchase 1,896,495 shares of Common Stock was issued to BVI (the "New Warrant"). By the terms of the New Warrant it prohibits exercise within sixty (60) days to the extent that such exercise would cause BVI to own in excess of 9.99% of the Common Stock. |
4. TIC is the trading advisor to BVI. The Warrants reported herein as indirectly beneficially owned by TIC are directly beneficially owned by BVI. Because TIC provides investment advisory services to BVI, TIC may be deemed to beneficially own the Warrants owned by BVI. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities. |
5. The Warrants may be deemed to be indirectly beneficially owned by TIC (see Footnote 5). Because Jones is the controlling shareholder of TIC, Jones may be deemed to indirectly beneficially own the Warrants deemed indirectly beneficially owned by TIC. Jones expressly disclaims such beneficial ownership. |
6. The Preferred Stock was convertible into Common Stock at any time. |
TUDOR INVESTMENT CORPORATION by /s/ Stephen N. Waldman, Managing Director | 11/10/2009 | |
Paul Tudor Jones II | 11/10/2009 | |
** 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. |