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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Buy | $ 1 | 04/24/2007 | D | 53,333 | (1) | 10/23/2011 | Common Stock | 53,333 | (2) | 0 | D | ||||
Option to Buy | $ 0.583 | 04/24/2007 | A | 152,812 | 04/24/2007 | (3) | Common Stock | 152,812 | (4) | 152,812 | D | ||||
Option to Buy | $ 0.54 | 04/24/2007 | A | 350,125 | (5) | (5) | Common Stock | 350,125 | (4) | 350,125 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ALPERIN JOSEPH D C/O EVCI CAREER COLLEGES HOLDING CORP. 1 VAN DER DONCK STREET, 2ND FLOOR YONKERS, NY 10701 |
Gen. Cnsl., VPCorp. Affairs |
/s/ Joseph D. Alperin | 04/26/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Provided for vesting in three equal installments on October 23, 2007, 2008 and 2009. |
(2) | Cancelled pursuant to an agreement dated as of April 24, 2007 (the "Agreement") under which the Reporting Person contemporaneously received grants of replacement options discussed below. |
(3) | The Options vested immediately upon grant and are exercisable for a five year term that commences on the grant date. |
(4) | Cancelled options referred to in footnote (2) above and other consideration specified in the Agreement. |
(5) | Subject to the receipt of stockholder approval, twenty percent of the Options will vest on the date (the "Approval Date") of stockholder approval and the remaining options will vest in four equal installments on the first, second, third and fourth anniversaries of the Approval Date. The options are exercisable for a five year term that commences on the closing date of that certain Securities Purchase Agreement dated as of April 24, 2007, by and between the Issuer and ComVest Investment Partners III, L.P. |