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
Assured Pharmacy, Inc. [ APHY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2008 | ||||||||||||||||||||||||||
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 | 06/17/2008(2) | J(2) | 448,083 | A | $0(2) | 2,916,814 | I | By MPE (US)(1) | ||
Common Stock | 07/03/2008(3) | J(3) | 2,500,000 | A | $0(3) | 2,500,000 | I | By Mosaic Financial Services(1) | ||
Common Stock | 07/03/2008(3) | J(3) | 1,025,000 | A | $0(3) | 1,025,000 | I | By MPE III(1) |
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 | ||||||||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 512,500(3) | 04/12/2006 | 04/12/2009 | Common Stock | 512,500 | $0(3) | 512,500 | I | By MPE III(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 375,000(3) | 10/18/2005 | 10/18/2008 | Common Stock | 375,000 | $0(3) | 375,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 625,000(3) | 04/12/2006 | 04/12/2009 | Common Stock | 625,000 | $0(3) | 625,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 112,500(3) | 06/08/2006 | 06/08/2009 | Common Stock | 112,500 | $0(3) | 112,500 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 666,875(3) | 11/17/2007(5) | 11/17/2009 | Common Stock | 666,875 | $0(5) | 666,875 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 625,000(3) | 11/23/2007(5) | 11/23/2008 | Common Stock | 625,000 | $0(5) | 625,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 312,500(3) | 12/07/2007(5) | 12/07/2008(5) | Common Stock | 312,500 | $0(5) | 312,500 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 250,000(3) | 12/13/2007(5) | 12/13/2008(5) | Common Stock | 250,000 | $0(5) | 250,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 62,500(3) | 01/29/2008(5) | 01/29/2009(5) | Common Stock | 62,500 | $0(5) | 62,500 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008(3) | J(3) | 250,000(3) | 02/11/2008(5) | 02/11/2009(5) | Common Stock | 250,000 | $0(5) | 250,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/03/2008(3) | J(3) | 666,875(3) | 11/17/2007(6) | 11/17/2010(6) | Common Stock | 666,875 | $0(6) | 666,875 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/03/2008(3) | J(3) | 625,000(3) | 11/23/2007(6) | 11/23/2009(6) | Common Stock | 625,000 | $0(6) | 625,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/03/2008(3) | J(3) | 312,500(3) | 12/07/2007(6) | 12/07/2009(6) | Common Stock | 312,500 | $0(6) | 312,500 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/03/2008(3) | J(3) | 250,000(3) | 12/13/2007(6) | 12/13/2009(6) | Common Stock | 250,000 | $0(6) | 250,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/03/2008(3) | J(3) | 62,500(3) | 01/29/2008(6) | 01/29/2010(6) | Common Stock | 62,500 | $0(6) | 62,500 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/03/2008(3) | J(3) | 250,000(3) | 02/11/2008(6) | 02/11/2010(6) | Common Stock | 250,000 | $0(6) | 250,000 | I | By MPE (US)(1) | |||
Convertible Debentures | $0.4 | 07/03/2008(3) | J(3) | 1,333,750 | 11/17/2007 | 05/31/2008(4) | Common Stock | 1,333,750 | $0(3) | 1,333,750 | I | By MPE (US)(1) | |||
Convertible Debentures | $0.4 | 07/03/2008(3) | J(3) | 1,250,000 | 11/23/2007 | 05/31/2008(4) | Common Stock | 1,250,000 | $0(3) | 1,250,000 | I | By MPE (US)(1) | |||
Convertible Debentures | $0.4 | 07/03/2008(3) | J(3) | 625,000 | 12/07/2007 | 05/31/2008(4) | Common Stock | 625,000 | $0(3) | 625,000 | I | By MPE (US)(1) | |||
Convertible Debentures | $0.4 | 07/03/2008(3) | J(3) | 500,000 | 12/13/2007 | 05/31/2008(4) | Common Stock | 500,000 | $0(3) | 500,000 | I | By MPE (US)(1) | |||
Convertible Debentures | $0.4 | 07/03/2008(3) | J(3) | 125,000 | 01/29/2008 | 05/31/2008(4) | Common Stock | 125,000 | $0(3) | 125,000 | I | By MPE (US)(1) | |||
Convertible Debentures | $0.4 | 07/03/2008(3) | J(3) | 500,000 | 02/11/2008 | 05/31/2008(4) | Common Stock | 500,000 | $0(3) | 500,000 | I | By MPE (US)(1) | |||
Convertible Debentures | $0.4 | 06/26/2008 | A | 375,000 | 06/26/2008 | 07/31/2008(4) | Common Stock | 375,000 | $0 | 375,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 06/26/2008 | A(5) | 187,500(5) | 06/26/2008(5) | 06/26/2009(5) | Common Stock | 187,500 | $0(5) | 187,500 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.8 | 06/26/2008 | A(6) | 187,500(6) | 06/26/2008(6) | 06/26/2010(6) | Common Stock | 187,500 | $0(6) | 187,500 | I | By MPE (US)(1) | |||
Convertible Debentures | $0.4 | 07/03/2008 | A | 1,250,000 | 07/03/2008 | 07/31/2008(4) | Common Stock | 1,250,000 | $0(3) | 1,250,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/03/2008 | A(5) | 625,000(5) | 07/03/2008(5) | 07/03/2009(5) | Common Stock | 625,000 | $0(5) | 625,000 | I | By MPE (US)(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/03/2008 | A(6) | 625,000(6) | 07/03/2008(6) | 07/03/2010(6) | Common Stock | 625,000 | $0(6) | 625,000 | I | By MPE (US)(1) |
Explanation of Responses: |
1. Mosaic Private Equity Fund (US), LP ("MPE (US)") is an investment fund. The reporting person is an advisor to MPE (US). MPE General Partner, LLC is a general partner of MPE (US). Mosaic Private Equity (III) Limited ("MPE III") is an investment fund. The reporting person is also an advisor to MPE III. Mosaic Financial Services, LLC is wholly-owned by the reporting person. The reporting person disclaims beneficial ownership of these shares except to an extent of the reporting person's pecuniary interest in the shares. |
2. This Form 4 reflects the issuance of 448,083 shares on June 17, 2008 that were reported as "to be issued" in the Reporting Person's Form 3. |
3. No reportable transactions have occured in connection with these holdings. The date, transaction code, acquisition code and price are included only because information is required to be entered into those columns to file this form. |
4. The listed expiration date is the scheduled maturity date of the Convertible Debenture as of July 3, 2008. The unpaid principal due under the Convertible Debenture may be converted into Issuer Common Stock prior to payment of such principal (whether before or after the scheduled maturity of the Convertible Debenture). |
5. These $0.60 warrants are issuable in the future upon conversion of the Convertible Debentures. The dates listed in the Date Exercisable and Expiration Date columns related to the date of issuance of the underlying Convertible Debenture. The warrants are exercisable for a 1 year period from the date of their future issuance, which may vary from the date listed in the Date Exercisable and the Expiration Date columns. |
6. These $0.80 warrants are issuable in the future upon conversion of the Convertible Debentures. The dates listed in the Date Exercisable and Expiration Date columns related to the date of issuance of the underlying Convertible Debenture. The warrants are exercisable for a 2 year period from the date of their future issuance, which may vary from the date listed in the Date Exercisable and the Expiration Date columns. |
/s/ Mosaic Capital Advisors, LLC By: Ameet Shah | 07/08/2008 | |
** 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. |