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
ENVIRONMENTAL TECTONICS CORP [ ETCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2009 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Warrant(1) | $1.39 | 02/20/2009 | A | 143,885 | 02/20/2009 | 02/20/2016 | Common Stock | 143,885 | $0 | 143,885 | D | ||||
Series D Convertible Preferred Stock(2) | $0.94 | 04/24/2009 | A | 55 | 04/24/2009 | (6) | Common Stock | 58,511 | $1,000 | 55 | D | ||||
Series D Convertible Preferred Stock(3) | $1.11 | 07/02/2009 | A | 100 | 07/02/2009 | (6) | Common Stock | 90,090 | $1,000 | 155 | D | ||||
Senior Subordinated Convertible Promissory Note(4) | $6.05 | 07/02/2009 | J | 1 | 02/18/2003 | 03/01/2010 | Common Stock | 1,652,892 | $10,000,000 | 0 | D | ||||
Series B Convertible Preferred Stock(4) | $4.95 | 07/02/2009 | J | 3,000 | 04/06/2006 | (6) | Common Stock | 606,060 | $1,000 | 0 | D | ||||
Series B Convertible Preferred Stock(4) | $6.68 | 07/02/2009 | J | 3,000 | 07/31/2006 | (6) | Common Stock | 449,101 | $1,000 | 0 | D | ||||
Series C Convertible Preferred Stock(4) | $3.03 | 07/02/2009 | J | 3,300 | 08/23/2007 | (6) | Common Stock | 1,089,109 | $1,000 | 0 | D | ||||
Series E Cumulative Convertible Preferred Stock(4) | $2 | 07/02/2009 | J | 23,741 | 07/02/2009 | (6) | Common Stock | 11,870,500 | $1,000 | 23,741 | D | ||||
Warrant(5) | $1.11 | 07/02/2009 | A | 450,450 | 07/02/2009 | 07/02/2016 | Common Stock | 450,450 | $0 | 594,335 | D |
Explanation of Responses: |
1. Issued to Reporting Person in connection with $2 million loan by Reporting Person to Issuer on February 20, 2009. |
2. Paid to Reporting Person as an origination fee of one percent (1%) of the committed (but not yet advanced) amount of the credit facility provided by Reporting Person to Issuer. |
3. Paid to Reporting Person as an origination fee in connection with Issuer's entering into certain financing documents with PNC Bank, National Association. |
4. In connection with a certain financing transaction between Reporting Person and Issuer, the Senior Subordinated Convertible Promissory Note in the original principal amount of $10,000,000 issued by Issuer to Reporting Person on February 18, 2003, together with all accrued interest and warrants issuable pursuant to the terms of such note, and all Series B Convertible Preferred Stock of Issuer and Series C Convertible Preferred Stock of Issuer held by Reporting Person, together with all accrued dividends thereon, were exchanged for 23,741 shares of Series E Convertible Preferred Stock of Issuer. |
5. Issued to Reporting Person as consideration for Reporting Person entering into a certain Guaranty on behalf of Issuer. |
6. N/A |
/s/ H.F. Lenfest | 07/07/2009 | |
** 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. |