UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. _________)*
Blockbuster
Inc.
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(Name
of Issuer)
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Class
A Common Stock, $0.01 par value
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(Title
of Class of Securities)
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093679108
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(CUSIP
Number)
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Mark
J. Wattles
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7945
W. Sahara Ave., Suite 205
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Las
Vegas, NV 89117
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303-801-4003
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(Name,
Address and Telephone Number of Person Authorized to
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Receive
Notices and Communications)
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February
16, 2010
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Wattles
Capital Management, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC,
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Delaware
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Number
of
Class
A
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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6,000,000
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8.
Shared Voting Power
—
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9.
Sole Dispositive Power
6,000,000
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10.
Shared Dispositive Power
—
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
6,000,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
4.9%
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14.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 093679108
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
HKW
Trust
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Nevada
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Number
of
Class
A
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7.
Sole Voting Power
200,000
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8.
Shared Voting Power
—
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9.
Sole Dispositive Power
200,000
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10.
Shared Dispositive Power
—
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
200,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
0.2%
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14.
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Type
of Reporting Person (See Instructions)
OO
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Item
1. Security
and Issuer.
This
Statement on Schedule 13D (this “Schedule”) relates to the beneficial ownership
of 6,200,000 shares or 5.1% of the outstanding Class A Common Stock of
Blockbuster Inc., a Delaware corporation (the “Issuer”) whose principal address
is 1201 Elm Street, Dallas, Texas 75270.
Simultaneous
with the filing of this Schedule, the “Reporting Person” described in Item 2
also filed a 13D related to his beneficial ownership of 13,300,000 shares or
18.4% of the Class B Common Stock of the Issuer.
Item
2. Identity
and Background.
(a)
This Schedule is being filed by Mark J. Wattles (the “Reporting Person”), an
individual who beneficially owns the Class A Common Stock through Wattles
Capital Management, LLC, a Delaware limited liability company (“WCM”) and HKW
Trust, a trust organized under the laws of the State of Nevada (the
“Trust”). Mr. Wattles is the sole member and manager of WCM and owns
100% of its membership interests. Mr. Wattles is the settler and sole
trustee of the Trust and exercises sole discretion over the Trust pursuant to
the terms and conditions set forth in the Trust instrument.
(b) The
business address of Mr. Wattles and WCM is 7945 W. Sahara Ave.,
Suite 205, Las Vegas, NV 89117, phone: 303-801-4003. The business
address of the Trust is 7945 W. Sahara Ave., Suite 205, Las Vegas, NV
89117.
(c) Mr. Wattles’
principal occupation is serving as President of WCM, which is primarily engaged
in investing in public and private companies in the consumer products and retail
sectors. WCM indirectly owns a majority interest in Ultimate Acquisition
Partners, LP, a Delaware limited partnership (“UAP”), which owns and operates
consumer electronics retail stores under the name Ultimate Electronics.
Mr. Wattles also serves as Chairman of UAP. Prior to forming WCM, Mr.
Wattles founded Hollywood Entertainment Corporation (“Hollywood”), the second
largest video rental and retail chain (after Blockbuster Inc.) and the second
largest video game specialty retailer (after Game Stop Corp.), where he was
Chairman and Chief Executive Officer for more than 17 years before Hollywood was
sold for $1.25 billion to Movie Gallery, Inc. in April 2005. The Trust
acquires, holds, manages and disposes of assets for the benefit of a member of
Mr. Wattles’ family and The Wattles Family Foundation.
(d)
During the last five years, neither Mr. Wattles (individually or as trustee
of the Trust) nor WCM has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e)
During the last five years, neither Mr. Wattles (individually or as trustee
of the Trust) nor WCM has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction making him or it subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f)
Mr. Wattles is a citizen of the United States of America.
Item
3. Source
and Amount of Funds or Other Consideration.
WCM
acquired its shares in standard brokerage account(s) which typically provide an
option to use margin. The Trust acquired its shares in standard brokerage
account(s) which, because of the Trust’s charter, do not provide an option to
use margin.
Item
4. Purpose
of Transaction.
The
shares were acquired for investment purposes by the Reporting
Person. Depending on price, availability, market conditions and other
factors that may affect his judgment, the Reporting Person may acquire
additional Class A and/or B shares or may dispose of any or all Class A and/or B
shares of the Issuer. Mr. Wattles has in the past had, and may in the
future have, discussions regarding the Issuer with members of the Issuer’s board
of directors and senior management.
Item
5. Interest
in Securities of the Issuer.
(a)-(b)
As of February 12, 2010, WCM and the Trust collectively owned 6,200,000 Class A
shares and 13,300,000 Class B shares, which represents 5.1% of the Issuer’s
outstanding Class A Common Stock and 18.4% of the Issuer’s outstanding Class B
Common Stock.
The
Reporting Person’s percentage of beneficial ownership of Class A shares was
calculated by dividing (i) the number of shares of Class A Common Stock
beneficially owned by the Reporting Person as of February 12, 2010, by (ii) the
122,113,087 shares of Class A Common Stock issued and outstanding as of November
6, 2009, based upon the Issuer’s Report on Form 10-Q filed with the Securities
and Exchange Commission for the quarter ended November 13, 2009.
(c)
During the last 60 days, the Reporting Person has not bought, sold or otherwise
received any Class A shares of the Issuer’s Common Stock, except as
described in Schedule I attached hereto (and incorporated by
reference).
(d)
No person other than the Reporting Person is known to have the right to receive
or the power to direct the receipt of, dividends from and/or proceeds from the
sale of any Class A shares of Common Stock of the Issuer.
(e)
Not applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
The
Reporting Person does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect of any
securities of the Issuer, including but not limited to, transfer or voting of
any of the securities of the Issuer, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting or investment power over
securities of the Issuer.
Item
7. Material
to Be Filed as Exhibits.
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
February
16, 2010
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/s/
Mark J. Wattles
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Mark
J. Wattles
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SCHEDULE I
All
of the following transactions were purchases or sales of Class A Common Stock
effected in the open market.
As of February 12, 2010, WCM owned 6,000,000 shares of Class A Common
Stock. The following transactions were effected by WCM during the sixty
days preceding February 12, 2010:
WCM
TRANSACTIONS |
Date |
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Shares
Purchased / (Sold)
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Price
Per Share
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12/14/2009
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50,000
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$ 0.72
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12/15/2009
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50,000
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$ 0.71
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12/18/2009
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50,000
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$ 0.67
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12/21/2009
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50,000
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$ 0.68
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12/22/2009
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50,000
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$ 0.72
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12/23/2009
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50,000
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$ 0.75
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12/24/2009
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50,000
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$ 0.75
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12/28/2009
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50,000
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$ 0.75
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1/4/2010
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50,000
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$ 0.70
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1/20/2010
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194,445
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$ 0.73
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1/21/2010
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3,250,000
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$ 0.52
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1/22/2010
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250,000
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$ 0.45
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1/25/2010
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200,000
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$ 0.40
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1/26/2010
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150,000
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$ 0.40
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1/27/2010
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300,000
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$ 0.38
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1/28/2010
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1,000,000
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$ 0.39
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1/29/2010
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920,600
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$ 0.44
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2/1/2010
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1,000,000
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$ 0.46
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2/9/2010
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(507,504)
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$ 0.39
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2/10/2010
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(350,000)
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$ 0.42
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2/10/2010
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(200,000)
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$ 0.38
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2/11/2010
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(500,000)
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$ 0.37
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2/12/2010
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(207,541)
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$ 0.38
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As of February 12, 2010, the Trust owned 200,000 shares of Class A Common
Stock. The following transactions were effected by the Trust during the
sixty days preceding February 12, 2010:
HKW
TRANSACTIONS |
Date |
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Shares
Purchased / (Sold)
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Price
Per Share
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12/21/2009
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50,000
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$ 0.68
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12/23/2009
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25,000
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$ 0.75
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12/24/2009
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50,000
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$ 0.75
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12/28/2009
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75,000
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$ 0.75
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12/31/2009
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100,000
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$ 0.69
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1/4/2010
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80,126
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$ 0.70
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1/5/2010
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100,000
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$ 0.73
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1/6/2010
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100,000
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$ 0.73
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1/20/2010
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155,555
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$ 0.73
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2/5/2010
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(250,000)
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$ 0.42
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2/8/2010
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(485,681)
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$ 0.42
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2/12/2010
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200,000
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$ 0.39
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