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
HOKU SCIENTIFIC INC [ HOKU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/10/2005 | ||||||||||||||||||||||||||
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 | 08/10/2005 | C | 666,663 | A | (1) | 0(2)(5) | I | See Footnote(2) | ||
Common Stock | 08/10/2005 | C | 2,966,665 | A | (1) | 0(3) | I | See Footnote(3) | ||
Common Stock | 0(4) | I | See Footnote(4) | |||||||
Common Stock | 4,800,000 | D |
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 A Preferred Stock | (1) | 08/10/2005 | C | 666,663 | (1) | (1) | Common Stock | 666,663 | (1) | 0 | I | See Footnote(2) | |||
Series C Preferred Stock | (1) | 08/10/2005 | C | 2,966,665 | (1) | (1) | Common Stock | 2,966,665 | (1) | 0 | I | See Footnote(3) |
Explanation of Responses: |
1. The Issuer's Preferred Stock automatically converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
2. Since the Reporting Person's Form 3 filing, the 666,663 shares automatically converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering and the power of attorney terminated as to the shares comprised of the following: (a) 200,000 shares held by Brian J. Baker, 66,666 shares held by JM Associates, LLC, (b) 66,666 shares held by Leonard Kamp, Jr. 1991 Revocable Trust, (c) 66,666 shares held by Mid-Ohio Securities Corp. Cust FBO John Kojima, IRA, (d) 100,000 shares held by R. Chester Nierenberg, Trustee of the R. Chester Nierenberg Living Trust, (e) 66,666 shares held by Robert J. Robinson, (f) 33,333 shares held by Gary Sprinkle and Pamela Young Sprinkle, (g) 33,333 shares held by Technosynergies Corp. and (h) 33,333 shares held by Michael Forbes Larratt and Eileen Anne Kleemeyer-Larratt, co-Trustees of the Michael Forbes Larratt Revocable Trust dated 4-19-2004. |
3. Since the Reporting Person's Form 3 filing, the 2,966,665 shares automatically converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering and the power of attorney terminated as to the shares comprised of the following: (a) 33,333 shares held by Steven R. Baker, (b) 33,333 shares held by Rebecca K.H. Kamp 1991 Revocable Trust, (c) 233,333 shares held by Lava Ventures III, LLC and (d) 2,666,666 shares held by Lava Ventures VII, LP. The Reporting Person no longer has a reportable beneficial ownership interest in the shares. |
4. Since the Reporting Person's Form 3 filing, the power of attorney terminated as to the 694,334 shares comprised of the following: (a) 650,000 shares held by Michael R. Gardner, (b) 33,333 shares held by Goodsill Anderson Quinn & Stifel, LLP and (c) 11,001 shares held by Matthew Kurano. The Reporting Person no longer has a reportable beneficial ownership interest in the shares. |
5. The Reporting Person no longer has a reportable beneficial ownership interest in the shares. |
/s/ Dustin M. Shindo | 08/10/2005 | |
** 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. |