- Initial Statement of Beneficial Ownership (3)
24 March 2009 - 2:39AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Trellus Management Company, LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/16/2008
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3. Issuer Name
and
Ticker or Trading Symbol
ELITE PHARMACEUTICALS INC /DE/ [ELI]
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(Last)
(First)
(Middle)
350 MADISON AVENUE, 9TH FLOOR,
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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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
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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1205107
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I
(1)
(2)
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See footnote
(1)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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 D Convertible Preferred Stock
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10/16/2008
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(3)
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Common Stock
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22000000
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$0.20
(4)
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I
(1)
(6)
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See footnote
(1)
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Warrants
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10/16/2008
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9/15/2013
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Common Stock
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4703063
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$0.25
(5)
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I
(1)
(7)
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See footnote
(1)
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Explanation of Responses:
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(
1)
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Trellus Management Company, LLC ("Trellus") is the investment adviser to Trellus Partners, L.P., a Delaware limited
partnership ("TPLP") and Trellus Offshore Fund Limited, a Cayman Islands exempted company ("TOF"). Adam Usdan is the
controlling principal and chief investment officer of Trellus. By reason of their investment discretion, Trellus and Mr.
Usdan are reported herein as indirect beneficial owners of the securities held by TPLP and TOF (as described in footnotes
(2) - (7) below).
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(
2)
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On October 16, 2008, TPLP held 772,502 shares of Common Stock and TOF held 360,748 shares of Common Stock. Trellus and Mr.
Usdan indirectly hold an additional 71,857 shares of Common Stock.
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(
3)
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Not applicable.
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(
4)
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Each share of Series D Convertible Preferred Stock is convertible into 5,000 shares of the Issuer's Common Stock at a price
of at $0.20 per share.
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(
5)
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Each warrant represents the right to purchase one share of Common Stock at an exercise price of $0.25 per share.
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(
6)
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On October 16, 2008, TPLP held 3,025 shares of Series D Convertible Preferred Stock (convertible into 15,125,000 shares of
the Issuer's Common Stock) and TOF held 1,342 shares of Series D Convertible Preferred Stack (convertible into 6,710,000
shares of the Issuer's Common Stock). Trellus and Mr. Usdan indirectly hold an additional 33 shares of Series D Convertible
Preferred Stock (convertible into 165,000 shares of the Issuer's Common Stock).
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(
7)
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On October 16, 2008, TPLP held Warrants to acquire 3,291,426 shares of Common Stock and TOF held Warrants to acquire
1,377,758 shares of Common Stock. Trellus and Mr. Usdan indirectly hold Warrants to acquire an additional 33,879 shares of
Common Stock.
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Remarks:
Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary
interest therein.
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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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Trellus Management Company, LLC
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
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X
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TRELLUS PARTNERS LP
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
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X
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Trellus Offshore Fund Ltd
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
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X
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Usdan Adam
C/O TRELLUS MANAGEMENT COMPANY, LLC
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
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X
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Signatures
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/s/ Anthony G. Miller, Chief Financial Officer of Trellus Management Company, LLC
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3/16/2009
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**
Signature of Reporting Person
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Date
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/s/ Anthony G. Miller, Chief Financial Officer of Trellus Partners, L.P.
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3/16/2009
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**
Signature of Reporting Person
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Date
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/s/ Adam Usdan, Director of Trellus Offshore Fund Limited
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3/16/2009
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**
Signature of Reporting Person
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Date
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/s/ Adam Usdan
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3/16/2009
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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 5(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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