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
iVOW, Inc. [ IVOW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/27/2006 | ||||||||||||||||||||||||||
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 | 06/27/2006 | C | 266,666 | A | $1.4(3) | 870,924 | I | See footnotes(1)(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 | ||||||||
Warrant to Purchase Common Stock | $1.4(3) | 06/22/2006 | C | 266,666 | 07/26/2005 | 07/26/2010 | Common Stock | 266,666 | $3(4) | 0 | I | See footnotes(1)(2) |
Explanation of Responses: |
1. The securities reported on this Form are held by: (i) MedCap Partners, L.P.; and (ii) an offshore investment limited partnership (collectively, the "Partnerships"). MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of the Partnerships. C. Fred Toney, the reporting person, is the managing member of MMR. Each of Mr. Toney and MMR expressly disclaim beneficial ownership in these securities, except to the extent of their pecuniary interest therein. |
2. As a holder of more than 10% of the issuer's common stock for Section 16 purposes, MedCap Partners is separately reporting this transaction in the issuer's securities on a Form 4 filed concurrently herewith. C. Fred Toney was a director of the issuer at the time of the transaction. He resigned from that position on September 20, 2006. |
3. The exercise price of the warrants reported as exercised on this Form 4 was reduced from $3.00 per share to $1.40 per share in connection with an exchange tender offer by the issuer consummated on June 12, 2006. |
4. The warrants reported as exercised on this Form were originally sold to the reporting person as units consiting of 1 share of common stock and a warrant exercisable for 1 share of common stock for a price of $3.00 per unit (on a split-adjusted basis). |
Remarks: |
C. Fred Toney; /s/ C. Fred Toney | 10/04/2006 | |
** 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. |