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
GLOWPOINT INC [ GLOW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/25/2008 | ||||||||||||||||||||||||||
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 | 11/25/2008 | P | 24,392(1) | A | $0.13 | 434,392 | 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 | ||||||||
Warrants | $0.4 | 11/25/2008 | P | 15,393 | 11/25/2008 | 11/25/2013 | common stock | 15,393 | (1) | 719,393 | D | ||||
Series A Convertible Preferred Stock | $0.75 | 11/25/2008 | P | 41.0627(2) | (3) | (3) | common stock | 410,627 | (4) | 880,020(5) | D | ||||
Series A-3 Warrants | $0.4 | 11/25/2008 | P | 205,314 | 11/25/2008 | 11/25/2013 | common stock | 205,314 | (4) | 1,085,334 | D |
Explanation of Responses: |
1. These securities were purchased by the reporting person from another shareholder of the Issuer in a private purchase. |
2. Each share of Series A Convertible Preferred Stock has a Stated Value of $7,500 and is convertible into that number of shares of common stock computed by dividing the Stated Value by the Conversion Price, which is currently $0.75, subject to adjustment. |
3. The shares of Series A Convertible Preferred Stock are perpetual and therefore do not expire and are currently exercisable. |
4. The reporting person acquired the Series A Convertible Preferred Stock and Series A-3 Warrants reported herein in exchange for all of the outstanding Senior Secured Convertible Promissory Notes issued to him by the Issuer, which, together with accrued interest thereon, totaled $151,350.88. No fee, commission or other compensation of any kind was paid by the Issuer to the reporting person in connection with the reporting person's exchange of the Senior Secured Convertible Notes and interest for the Series A Convertible Preferred Stock and Series A-3 Warrants. |
5. This reflects the reduction of the previously reported shares issuable upon conversion of the Senior Secured Convertible Promissory Notes, which are no longer outstanding due to their exchange by the reporting person for Series A Convertible Preferred Stock and Series A-3 Warrants. |
Edwin F. Heinen | 11/26/2008 | |
** 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. |