FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EQUICAP INC [ EQPI.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.001 par value per share | 12/05/2008 | J(1) | 1,183,099 | A(1) | (1) | 3,098,592 | I(2) | By The Pinnacle Fund, L.P. | ||
Common Stock, $0.001 par value per share | 12/05/2008 | J(1) | 2,366,198 | A(1) | (1) | 6,197,186 | I(2) | By Pinnacle China Fund, L.P. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The initial investment in common stock to which this Form 4 relates occurred pursuant to a private placement investment in the Issuer on March 7, 2007 (the ?Private Placement?). As part of the Private Placement, certain shareholders of the Issuer pledged shares of common stock of the Issuer owned by them (the ?Make Good Shares?) which in the event that the Issuer did not achieve certain specified financial results for the fiscal years ending June 30, 2007 and/or June 30, 2008 would be transferred pro rata to the investors in the Private Placement for no additional consideration or action. The specified financial results for the fiscal year ended June 30, 2008 were not met by the Issuer, and each of The Pinnacle Fund, L.P., a Texas limited partnership (?Pinnacle?) and Pinnacle China Fund, L.P., a Texas limited partnership (?Pinnacle China?) are entitled, in the aggregate, to the number of Make Good Shares referred to in each of their respective line items in Column 4 of Table I. |
2. Barry M. Kitt exercises investment discretion and control over the shares of common stock of the Issuer held by Pinnacle and Pinnacle China. Mr. Kitt may be deemed to be the beneficial owner of the shares of common stock beneficially owned by Pinnacle and Pinnacle China. Mr. Kitt hereby disclaims beneficial ownership of the shares of common stock reported herein, and this Form 4 shall not be deemed to be an admission that Mr. Kitt is the beneficial owner of the shares of common stock reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for any other purpose. |
Remarks: |
/s/ Barry M. Kitt | 12/09/2008 | |
** 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 4 (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 Number. |