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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 | ||||||||
| Right to Adjustment Issuances | $ 0 | 07/09/2012 | A(1) | 0 (2) | (3)(4) | (6) | Common Stock | (2) | $ 0 | 0 (2) | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROUST TRADING LTD. 25 BELMONT HILLS DRIVE WARWICK WK 06, D0 |
X | See Footnote (1) | ||
| Tariko Roustam C/O CJSC "RUSSIAN STANDARD" CORPORATION 12 KRASNOPRESNENSKAYA NAB. OFFICE 1507 MOSCOW, 1Z 123610 |
X | X | See Remarks | |
| /s/ Wendell M. Hollis, as Authorized Representative of Roust Trading Ltd. | 09/20/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Roustam Tariko | 09/20/2012 | |
| **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) | Roust Trading Ltd. ("RTL") has a contractual right to appoint director(s) to the Board of Directors of the Issuer and is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| (2) | 10,000,000 shares of Common Stock acquirable for no additional consideration, subject to the restrictions described below in footnotes 3 and 4. |
| (3) | RTL has a right to acquire up to 10,000,000 shares of Common Stock within five business days of a request by RTL at any time after the following dates: (i) 3,000,000 shares of Common Stock after the execution of the Amended Securities Purchase Agreement and the Amended Governance Agreement (as defined in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on July 11, 2012), the execution of such agreements having occurred on July 9, 2012; (ii) 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval (as defined in the Amended Securities Purchase Agreement); and |
| (4) | (Continued from Footnote 3) (iii) 2,000,000 shares following the Backstop Escrow Release Date (as defined in the Amended Securities Purchase Agreement). The issuances of these shares is subject to the approval of all applicable anti-competition authorities and, until such applicable approvals are received, issuances will be limited to a maximum amount of Common Stock that may be issued without violation of any applicable anti-competition laws. |
| (5) | RTL holds the Right to Adjustment Issuances directly. Mr. Roustan Tariko ("Mr. Tariko") indirectly owns all of the equity interests of and controls RTL and, by virtue of this relationship, may be deemed to beneficially own the Right to Adjustment Issuances described in footnotes 3 and 4 above. |
| (6) | The Right to Adjustment Issuances is subject to termination pursuant to the Amended Securities Purchase Agreement, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 11, 2012. |
| Remarks: As of the date of filing, the Issuer has appointed Mr. Tariko as Interim President, effective as soon as practicable but in any event upon the filing by the Issuer of its restated financial statements with the SEC. This appointment is described in more detail in the Issuer's Current Report on Form 8-K and Exhibit 99.1 thereto filed with the SEC on September 18, 2012. Mr. Tariko is also a director on the Board of Directors of the Issuer. | |