- Statement of Changes in Beneficial Ownership (4)
April 20 2011 - 6:43PM
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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3235-0287
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February 28, 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
*
VISION CAPITAL ADVISORS, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Juma Technology Corp.
[
JUMT.OB
]
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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)
20 WEST 55TH STREET, 5TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/15/2011
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(Street)
NEW YORK, NY 10019
(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)
___ Form filed by One Reporting Person
_
X
_ 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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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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Series A Warrant (right to buy)
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$0.15
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4/15/2011
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A
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1200000
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(3)
(4)
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3/31/2015
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Common Stock ($0.0001 par value)
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1200000
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(5)
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27033331
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I
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By Vision Opportunity Master Fund, Ltd.
(1)
(2)
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Explanation of Responses:
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(
1)
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Vision Opportunity Master Fund, Ltd. (the "Fund") is the direct owner of the subject securities. Vision Capital Advisors,
LLC (the "Investment Manager") serves as investment manager to the Fund. Adam Benowitz is the Managing Member of the
Investment Manager. The Investment Manager also serves as investment manager to Vision Capital Advantage Fund, L.P.
("VCAF"). VCAF GP, LLC (the "General Partner") serves as general partner of VCAF; the Managing Member of the General
Partner is Adam Benowitz. Robert Thomson currently serves as the Fund's and VCAF's representative on the Issuer's board of
directors; the Fund and VCAF may be deemed a director by virtue of their right to appoint a director. (continued in
footnote 2)
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(
2)
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Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their
pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the
beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), or for any other purpose.
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(
3)
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This Warrant is presently exercisable into shares of Common Stock at any time at the option of the holder. However, at no
time may the holder exercise the Warrant if the number of shares of Common Stock to be issued pursuant to such exercise
would exceed, when aggregated with all other shares of Common Stock owned by the holder and its affiliates at such time, the
number of shares of Common Stock which would result in the holder and its affiliates beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the Common Stock of
the Issuer issued and outstanding at such time (the "Beneficial Ownership Limitation"); provided, however, that upon the
holder providing the Issuer with sixty-one (61) days notice (the "Warrant Waiver Notice") (continued in footnote 4)
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(
4)
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that the holder would like to waive the Beneficial Ownership Limitation with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, the Beneficial Ownership Limitation will be of no force or effect with regard to all
or a portion of the Warrant referenced in the Warrant Waiver Notice; provided, further, that during the sixty-one (61) day
period prior to the Expiration Date (as defined in the Warrant) of this Warrant the holder may waive the Beneficial
Ownership Limitation upon providing the Warrant Waiver Notice at any time during such sixty-one (61) day period; and
provided, further, that any Warrant Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not
be effective until the last day of the Term (as defined in the Warrant).
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(
5)
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This Warrant was issued for no additional consideration in connection with a $180,000 note acquired by the Fund from the
Issuer.
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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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VISION CAPITAL ADVISORS, LLC
20 WEST 55TH STREET
5TH FLOOR
NEW YORK, NY 10019
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X
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X
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BENOWITZ ADAM
C/O VISION CAPITAL ADVISORS, LLC
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
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X
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X
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Vision Opportunity Master Fund, Ltd.
C/O OGIER FIDUCIARY SERVICES (CAY) LTD.
88 NEXUS WAY
CAMANA BAY, GRAND CAYMAN, E9 KY1-9007
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X
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X
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Vision Capital Advantage Fund, L.P.
C/O VISION CAPITAL ADVISORS
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
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X
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X
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VCAF GP, LLC
C/O VISION CAPITAL ADVISORS
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
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X
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X
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THOMSON ROBERT
C/O VISION CAPITAL ADVISORS, LLC
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
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X
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X
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Signatures
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/s/ Robert Thomson
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4/19/2011
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**
Signature of Reporting Person
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Date
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/s/ Adam Benowitz
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4/19/2011
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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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**
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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:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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