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) 08/01/2008 | ||||||||||||||||||||||||||
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 | 07/29/2008(2) | J(2) | 0(2) | A | $0(2) | 3,941,814 | I | By managed accounts(1) | ||
Common Stock | 07/29/2008(2) | J(2) | 0(2) | A | $0(2) | 2,500,000 | I | By Mosaic Financial Services(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 | 07/29/2008(2) | J(2) | 512,500(2) | 04/12/2006 | 04/12/2009 | Common Stock | 512,500 | $0(2) | 512,500 | I | By managed account(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 375,000(2) | 10/18/2005 | 10/18/2008 | Common Stock | 375,000 | $0(2) | 375,000 | I | By managed account(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 625,000(2) | 04/12/2006 | 04/12/2009 | Common Stock | 625,000 | $0(2) | 625,000 | I | By managed account(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 112,500(2) | 06/08/2006 | 06/08/2009 | Common Stock | 112,500 | $0(2) | 112,500 | I | By managed account(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 666,875(2) | 11/17/2006(4) | 11/17/2009(4) | Common Stock | 666,875 | $0(4) | 666,875 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 625,000(2) | 11/23/2007(4) | 11/23/2008(4) | Common Stock | 625,000 | $0(4) | 625,000 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 312,500(2) | 12/07/2007(4) | 12/07/2008(4) | Common Stock | 312,500 | $0(4) | 312,500 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 250,000(2) | 12/13/2007(4) | 12/13/2008(4) | Common Stock | 250,000 | $0(4) | 250,000 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 62,500(2) | 01/29/2008(4) | 01/29/2009(4) | Common Stock | 62,500 | $0(4) | 62,500 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 250,000(2) | 02/11/2008(4) | 02/11/2009(4) | Common Stock | 250,000 | $0(4) | 250,000 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/29/2008(2) | J(2) | 666,875(2) | 11/17/2006(5) | 11/17/2009(5) | Common Stock | 666,875 | $0(5) | 666,875 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/29/2008(2) | J(2) | 625,000(2) | 11/23/2007(5) | 11/23/2009(5) | Common Stock | 625,000 | $0(5) | 625,000 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/29/2008(2) | J(2) | 312,500(2) | 12/07/2007(5) | 12/07/2009(5) | Common Stock | 312,500 | $0(5) | 312,500 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/29/2008(2) | J(2) | 250,000(2) | 12/13/2007(5) | 12/13/2009(5) | Common Stock | 250,000 | $0(5) | 250,000 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/29/2008(2) | J(2) | 62,500(2) | 01/29/2008(5) | 01/29/2010(5) | Common Stock | 62,500 | $0(5) | 62,500 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/29/2008(2) | J(2) | 250,000(2) | 02/11/2008(5) | 02/11/2010(5) | Common Stock | 250,000 | $0(5) | 250,000 | I | By managed accounts(1) | |||
Convertible Debentures | $0.4 | 08/08/2008(3) | J(3) | 1,333,750(3) | 11/17/2007 | 08/31/2008(3) | Common Stock | 1,333,750 | $0(3) | 1,333,750 | I | By managed account(1) | |||
Convertible Debentures | $0.4 | 08/08/2008(3) | J(3) | 1,250,000(3) | 11/23/2007 | 08/31/2008(3) | Common Stock | 1,250,000 | $0(3) | 1,250,000 | I | By managed account(1) | |||
Convertible Debentures | $0.4 | 08/08/2008(3) | J(3) | 625,000(3) | 12/07/2007 | 08/31/2008(3) | Common Stock | 625,000 | $0(3) | 625,000 | I | By managed account(1) | |||
Convertible Debentures | $0.4 | 08/08/2008(3) | J(3) | 500,000(3) | 12/13/2007 | 08/31/2008(3) | Common Stock | 500,000 | $0(3) | 500,000 | I | By managed account(1) | |||
Convertible Debentures | $0.4 | 08/08/2008(3) | J(3) | 125,000(3) | 01/29/2008 | 08/31/2008(3) | Common Stock | 125,000 | $0(3) | 125,000 | I | By managed account(1) | |||
Convertible Debentures | $0.4 | 08/08/2008(3) | J(3) | 500,000(3) | 02/11/2008 | 08/31/2008(3) | Common Stock | 500,000 | $0(3) | 500,000 | I | By managed account(1) | |||
Convertible Debentures | $0.4 | 08/08/2008(3) | J(3) | 375,000(3) | 06/26/2008 | 08/31/2008(3) | Common Stock | 375,000 | $0(3) | 375,000 | I | By managed account(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 187,500(2) | 06/26/2008(4) | 06/26/2009(4) | Common Stock | 187,500 | $0(4) | 187,500 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/29/2008(2) | J(2) | 187,500(2) | 06/26/2008(5) | 06/26/2010(5) | Common Stock | 187,500 | $0(5) | 187,500 | I | By managed accounts(1) | |||
Convertible Debentures | $0.4 | 08/08/2008(3) | J(3) | 1,250,000(3) | 07/03/2008 | 08/31/2008(3) | Common Stock | 1,250,000 | $0 | 1,250,000 | I | By managed account(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 625,000(2) | 07/03/2008(4) | 07/03/2009(4) | Common Stock | 625,000 | $0(4) | 625,000 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.8 | 07/29/2008(2) | J(2) | 625,000(2) | 07/03/2008(5) | 07/03/2010(5) | Common Stock | 625,000 | $0(5) | 625,000 | I | By managed accounts(1) | |||
Convertible Debentures | $0.4 | 08/08/2008(3) | J(3) | 750,000(3) | 07/11/2008 | 08/31/2008(3) | Common Stock | 750,000 | $0 | 750,000 | I | By managed accounts(1) | |||
Warrants to Purchase Common Stock | $0.6 | 07/29/2008(2) | J(2) | 375,000(2) | 07/11/2008(4) | 07/11/2009(4) | Common Stock | 375,000 | $0(4) | 375,000 | I | By managed accounts(1) |
Explanation of Responses: |
1. Ameet Shah is Managing Partner of Mosaic Capital Advisors, LLC ("MCA"). MCA is owned by Mr. Shah and another investor and is the investment advisor to several hedge funds and private equity funds, including certain funds to which GP is the general partner. MPE General Partner, LLC ("GP") is owned by Mr. Shah and another investor. GP is a general partner or investment manager in a number of partnerships and funds, including partnerships and funds which hold Issuer's securities and for which MCA is the investment advisor. Mosaic Financial Services, LLC ("MFS LLC") is wholly-owned by MCA. The reporting person disclaims beneficial ownership of these shares except to an extent of the reporting person's pecuniary interest in the shares. |
2. No reportable transactions have occurred 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. The listed transaction date is the date the last Form 4 was signed. |
3. By letter agreements dated August 8, 2008, the scheduled maturity date of outstanding convertible debentures was extended to August 31, 2008. The listed expiration date is the scheduled maturity date of the Convertible Debenture. 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). |
4. 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 relate 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 Expiration Date columns. |
5. 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 relate 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 Expiration Date columns. |
Remarks: |
Filing 1 of 2 |
/s/ Ameet Shah | 08/12/2008 | |
** 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. |