- Statement of Changes in Beneficial Ownership (4)
December 16 2011 - 9:33AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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November 30, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DAVIS JAMES L
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2. Issuer Name
and
Ticker or Trading Symbol
ProUroCare Medical Inc.
[
PUMD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
6446 FLYING CLOUD DR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2011
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(Street)
EDEN PRAIRIE, MN 55344
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.00001 par value
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94964
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I
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Held by "Davis & Associates 401K PSP"
(2)
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Common Stock, $0.00001 par value
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57482
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I
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Held by "Davis & Associates Inc."
(2)
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Common stock, $0.00001 par value
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2366748
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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$5
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(1)
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12/27/2012
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Common stock, $0.00001 par value
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5800
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5800
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D
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Warrants
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$5
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(1)
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12/27/2012
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Common stock, $0.00001 par value
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6050
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6050
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I
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Held by "Davis & Associates Inc. 401K PSP"
(2)
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Warrants
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$5
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(1)
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12/27/2012
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Common stock, $0.00001 par value
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700
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700
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I
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Held by "Davis & Associates Inc."
(2)
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Warrants
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$1.5
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(1)
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4/3/2013
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Common stock, $0.00001 par value
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25000
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25000
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D
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Warrants
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$0.5
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(1)
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12/31/2012
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Common stock, $0.00001 par value
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30000
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30000
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D
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Warrants
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$0.7
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(1)
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12/31/2012
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Common stock, $0.00001 par value
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30000
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30000
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D
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Warrants
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$0.7
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(1)
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12/31/2012
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Common stock, $0.00001 par value
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10000
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10000
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I
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Held by "Davis & Associates Inc. 401K PSP"
(2)
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Warrants
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$0.7
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(1)
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12/31/2012
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Common stock, $0.00001 par value
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5000
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5000
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I
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Held by "Davis & Associates Inc."
(2)
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Warrants
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$1
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(1)
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12/31/2012
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Common stock, $0.00001 par value
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30000
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30000
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D
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Warrants
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$1.5
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(1)
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9/25/2013
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Common stock, $0.00001 par value
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100000
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100000
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D
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Warrants
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$2
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(1)
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10/31/2013
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Common Stock, $0.00001 par value
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16667
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16667
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D
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Warrants
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$1.3
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(1)
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1/7/2014
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Common Stock, $0.00001 par value
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195000
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195000
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D
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Options
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$2.41
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(3)
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3/1/2017
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Common stock, $0.00001 par value
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10374
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10374
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D
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Warrant
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$1.3
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(1)
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7/12/2013
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Common stock, $0.00001 par value
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100000
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100000
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D
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Warrant
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$1.3
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(1)
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7/12/2013
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Common stock, $0.00001 par value
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20000
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20000
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I
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Held by "Davis & Associates Inc. 401(k) PSP"
(2)
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Warrant
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$1.3
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(1)
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7/12/2013
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Common stock, $0.00001 par value
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20000
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20000
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I
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Held by "Davis & Associates Inc."
(2)
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Warrants
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$1.3
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(1)
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8/2/2013
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Common stock, $0.0001 par value
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286923
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286923
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D
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Warrants
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$1.3
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(1)
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1/7/2014
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Common stock, $0.00001 par value
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54964
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54964
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I
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Held by "Davis & Associates Inc. 401K PSP"
(2)
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Warrants
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$1.3
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(1)
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8/2/2013
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Common stock, $0.0001 par value
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20000
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20000
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I
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Held by Davis & Associates, Inc. 401(k) PSP
(2)
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Warrants
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$1.3
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(1)
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1/7/2014
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Common stock, $0.00001 par value
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17482
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17482
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I
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Held by "Davis & Associates Inc."
(2)
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Warrants
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$1.3
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(1)
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8/2/2013
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Common stock, $0.0001 par value
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20000
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20000
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I
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Held by Davis & Associates, Inc.
(2)
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Options
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$1.72
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(1)
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8/10/2017
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Common stock, $0.00001 par value
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14535
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14535
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D
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Warrants
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$1.3
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(1)
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1/7/2014
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Common stock, $0.00001 par value
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50000
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50000
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D
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Warrant
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$1.3
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(1)
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1/7/2014
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Common stock, $0.00001 par value
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77923
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77923
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D
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Stock options
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$0.87
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(5)
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8/9/2018
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Common stock, $0.00001 par value
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28736
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28736
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D
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Convertible Note
(4)
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$1.3
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(1)
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9/20/2013
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Common stock, $0.00001 par value
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(5)
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$150,000
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D
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Convertible Note
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$1.1
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12/14/2011
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A
(6)
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$1,833
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(1)
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2/28/2012
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Common Stock, $0.00001 par value
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(6)
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$1
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$11,758
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D
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Explanation of Responses:
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(
1)
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Currently exercisable
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(
2)
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Reporting person is the Sole owner of Davis & Associates Inc. and has sole voting power.
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(
3)
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Options vest as to 433 shares per month for 23 months beginning April 1, 2010 and as to 415 shares on March 1, 2012.
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(
4)
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On October 31, 2011, the reporting person purchased a $100,000, 10% convertible secured subordinated promissory note from the issuer in a private placement. The promissory note and any accrued interest thereon is convertible at any time at the option of the reporting person into common stock at $1.30 per share. The promissory note matures on September 20, 2013, and may be called any time after the price of the issuer's common stock exceeds $4.00 per share for 10 consecutive days. The issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e).
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(
5)
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Stock options vest ratably over a 12 month period beginning August 9, 2011.
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(
6)
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On December 14, 2011, the reporting person and the Company executed a convertible promissory note in the principal amount of $1,833 with a maturity date of February 28, 2012. The principal amount and interest accruing at a rate of 10% per year are convertible into common shares at $1.10 per share at any time through the maturity date. The number of shares to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within 2 business days after conversion. The issuer's Board of Directors specifically approved the transaction as exempt from the requirements of Section 16b as provided by Rules 16b-3(d).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DAVIS JAMES L
6446 FLYING CLOUD DR
EDEN PRAIRIE, MN 55344
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X
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X
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Signatures
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Richard B. Thon by power of attorney
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12/16/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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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 control number.
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