1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frost Gamma Investments Trust
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
20,408,721(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
20,408,721(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,408,721 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 % (1) (based on 204,291,511 shares of Common Stock issued and outstanding as of June 5, 2012)
|
12
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. Phillip Frost
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
20,408,721(1) (2)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
20,408,721(1) (2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,408,721(1) (2)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 % (1) (based on 204,291,511 shares of Common Stock issued and outstanding as of June 5, 2012)
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Frost Gamma Investments Trust owns 15,556,558 shares of common stock. Frost Gamma Investments Trust also owns 3,284,396 shares of non-voting Series C Convertible Preferred Stock that are convertible into 9,383,988 shares of common stock and 6,086,968 shares of Series D Convertible Preferred Stock, which are convertible into 17,391,337 shares of common stock. The Series C Preferred Stock and the Series D Preferred Stock may not be converted and the holder may not receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion exceeds 9.99% of the then issued and outstanding shares of common stock, unless the Company receives a written waiver of such provision in accordance with the terms of the Series C Preferred Stock or the Series D Preferred Stock Certificate of Designation. Dr. Frost’s and Frost Gamma Investments Trust’s beneficial ownership has been limited accordingly.
|
|
(2)
|
Held by Frost Gamma Investments Trust of which Dr. Phillip Frost is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation.
|
|
(a)
|
Amount beneficially owned: 20,408,721(1) (2)
|
|
(b)
|
Percent of class: 9.99% (1) (based on 204,291,511 shares of Common Stock issued and outstanding as of June 5, 2012)
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 20,408,721 (1) (2)
|
|
(iii)
|
Sole Power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared Power to dispose or to direct the disposition of: 20,408,721 (1) (2)
|
Date: June 6, 2012 | |||
Frost Gamma Investments Trust | |||
|
Signature: | Phillip Frost | |
Name/Title: | Phillip Frost, Trustee | ||
|
Signature: | Phillip Frost | |
Name/Title: | Phillip Frost | ||