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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ulticom (MM) | NASDAQ:ULCM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.06 | 0 | 01:00:00 |
FORM 3
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Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
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1. Name and Address of Reporting Person * Utah Intermediate Holding Corp |
2. Date of Event Requiring Statement (MM/DD/YYYY)
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3. Issuer Name and Ticker or Trading Symbol ULTICOM, INC [ULCM] |
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below) _____ Other (specify below) |
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially Owned |
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1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
No securities are beneficially owned. | 0 (1) | I (1) | See footnote. (1) |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: | |
( 1) | As a result of a Voting Agreement by and among Utah Intermediate Holding Corporation ("Parent"), Utah Merger Corporation ("Merger Sub"), and the majority stockholder of the issuer (the "Stockholder"), Parent and Merger Sub may be deemed to beneficially own 7,386,669 shares of Common Stock of the issuer owned by the Stockholder. Platinum Equity Capital Partners II, L.P. ("PECP II"), the sole stockholder of Utah Holding Corporation, a Delaware corporation and sole stockholder of Parent, Platinum Equity Partners II, LLC ("Platinum Partners"), the general partner of PECP II, Platinum Equity Investment Holdings II, LLC ("Platinum Investment"), the senior managing member of Platinum Partners, Platinum Equity, LLC ("Platinum Equity"), the sole member of Platinum Investment, and Tom Gores, the ultimate beneficial owner and Chairman of Platinum Equity may also be deemed to beneficially own such securities. |
Remarks:
This report is filed jointly by Parent, Merger Sub, PECP II, Platinum Partners, Platinum Investment, Platinum Equity, and Tom Gores, all of whom may be deemed to beneficially own more than 10% of a class of the issuer's securities. The address of each reporting person is 360 North Crescent Drive, South Building, Beverly Hills, California 90210. Exhibit List: Exhibit 24 -- Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
Utah Intermediate Holding Corp
C/O PLATINUM EQUITY, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Utah Merger Corp
C/O PLATINUM EQUITY, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Platinum Equity Capital Partners II LP
360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Platinum Equity Partners II, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Platinum Equity Investment Holdings II, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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PLATINUM EQUITY LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Gores Tom
360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Signatures
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by /s/ Eva M. Kalawski, authorized signatory | 10/21/2010 | |
** Signature of Reporting Person | Date | |
by /s/ Eva M. Kalawski, authorized signatory | 10/21/2010 | |
** Signature of Reporting Person | Date | |
by Platinum Equity Partners II, LLC, its general partner, by Platinum Equity Investment Holdings II, LLC, its senior managing member, by /s/ Eva M. Kalawski, authorized signatory | 10/21/2010 | |
** Signature of Reporting Person | Date | |
by Platinum Investment Holdings II, LLC, its senior managing member, by /s/ Eva M. Kalawski, authorized signatory | 10/21/2010 | |
** Signature of Reporting Person | Date | |
by /s/ Eva M. Kalawski, authorized signatory | 10/21/2010 | |
** Signature of Reporting Person | Date | |
by /s/ Eva M. Kalawski, authorized signatory | 10/21/2010 | |
** Signature of Reporting Person | Date | |
by /s/ Mary Ann Sigler, attorney-in-fact | 10/21/2010 | |
** 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 5(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 control number. |
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