Stamford Industrial Group, Inc. - Statement of Changes in Beneficial Ownership (4)
16 September 2008 - 7:10AM
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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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
*
KANDERS WARREN B
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2. Issuer Name
and
Ticker or Trading Symbol
Stamford Industrial Group, Inc.
[
STMF.PK
]
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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)
C/O KANDERS & COMPANY, INC., ONE LANDMARK SQUARE, 22ND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/11/2008
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(Street)
STAMFORD, CT 06901
(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, par value $0.0001 per share
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9/5/2008
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J
(1)
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230790
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A
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$2.20
(2)
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8545871
(3)
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I
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By Kanders & Company, Inc.
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Common Stock, par value $0.0001 per share
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5628300
(4)
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I
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By Olden Acquisition LLC
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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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Explanation of Responses:
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(
1)
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Shares of common stock issued to Kanders & Company, Inc. ("Kanders & Co."), whose sole stockholder is Warren B. Kanders,
pursuant to the terms of the consulting agreement by and between the Issuer and Kanders & Co. dated September 22, 2006 (the "Consulting Agreement").
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(
2)
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Pursuant to the Consulting Agreement, the shares of common stock are valued at the weighted average price of the Issuer's
common stock for the 2007 fiscal year.
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(
3)
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Consists of (i) 230,790 shares of common stock reported in this statement; (ii) 41,081 shares of common stock previously
issued to Kanders & Co. pursuant to the terms of the Consulting Agreement; and (iii) 8,274,000 shares of common stock
previously issued to Kanders & Co. pursuant to the terms of the Equity Compensation Agreement dated September 22,
2006. The Reporting Person disclaims beneficial ownership of the securities described in this statement, except to the
extent of his individual pecuniary interest in such securities. The filing of this statement shall not be deemed an
admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial
owner of any securities specified in this statement.
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(
4)
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Consists of the 5,628,300 shares of common stock issuable upon conversion of the 2% ten-year Convertible Subordinated Note,
due April 21, 2014 to Olden Acquisition LLC, a Delaware limited liability company ("Olden"), whose sole manager is Warren B.
Kanders. The Reporting Person disclaims beneficial ownership of the securities described in this statement, except
to the extent of his individual pecuniary interest in such securities. The filing of this statement shall not be deemed an
admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of
any securities specified in this statement.
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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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KANDERS WARREN B
C/O KANDERS & COMPANY, INC.
ONE LANDMARK SQUARE, 22ND FLOOR
STAMFORD, CT 06901
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X
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X
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Kanders & Company, Inc.
ONE LANDMARK SQUARE, 22ND FLOOR
STAMFORD, CT 06901
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X
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Olden Acquisition LLC
ONE LANDMARK SQUARE, 22ND FL.
STAMFORD, CT 06901
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X
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Signatures
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Warren B. Kanders By: /s/ Warren B. Kanders
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9/15/2008
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**
Signature of Reporting Person
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Date
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Kanders & Company, Inc. By: /s/ Warren B. Kanders, President
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9/15/2008
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**
Signature of Reporting Person
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Date
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Olden Acquisition LLC By: /s/ Warren B. Kanders, Sole Manager
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9/15/2008
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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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