Raining Data Corp - Statement of Changes in Beneficial Ownership (4)
10 October 2007 - 11:39AM
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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January 31, 2008
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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
*
KOE RICHARD W
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2. Issuer Name
and
Ticker or Trading Symbol
RAINING DATA CORP
[
RDTA
]
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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)
1675 S.W. MARLOW AVENUE, SUITE 315
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2007
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(Street)
PORTLAND, OR 97225
(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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Common Stock, $.10 par value
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10/5/2007
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C
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4583400
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A
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$22917000.00
(1)
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14959556
(2)
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I
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By: Astoria Capital Partners, L.P.
(2)
(3)
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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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5% Convertible Subordinated Note due 2008
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$5.00
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10/5/2007
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C
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$22917000.00
(1)
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2/28/2003
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5/29/2008
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Common Stock, $.10 par value
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4583400
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$0
(1)
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$0
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I
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By: Astoria Capital Partners, L.P.
(2)
(3)
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Explanation of Responses:
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(
1)
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Effective October 5, 2007, Astoria Capital Partners, L.P. ("Astoria") elected to convert in full all of the principal outstanding under the 5% Convertible Subordinated Notes due 2008 reported on Table II of this Form (the "Notes"). The Notes were convertible at a fixed conversion price of $5.00 per share (in whole multiples of $1,000), resulting in the issuance of 4,583,400 shares of Common Stock.
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(
2)
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14,894,956 shares of Common Stock reported on this Form are beneficially held by Astoria, and the balance is beneficially held by an investment fund managed by Astoria Capital Management, LLC ("ACM"), a general partner of Astoria.
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(
3)
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Richard W. Koe is the Chairman of the Issuer's Board of Directors, a general partner of Astoria and a shareholder of ACM. Richard W. Koe disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in Astoria.
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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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KOE RICHARD W
1675 S.W. MARLOW AVENUE, SUITE 315
PORTLAND, OR 97225
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X
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X
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ASTORIA CAPITAL PARTNERS L P
1675 S.W. MARLOW AVENUE, SUITE 315
PORTLAND, OR 97225
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X
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Signatures
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Astoria Capital Partners, L.P.; By: Astoria Capital Management, Inc., its General Partner; By: Richard W. Koe, its President; /s/ Richard W. Koe
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10/9/2007
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**
Signature of Reporting Person
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Date
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Richard W. Koe; /s/ Richard W. Koe
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10/9/2007
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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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