SEC Form 4
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*
INTEGRATED CORE STRATEGIES (US) LLC

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT LLC
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SP Acquisition Holdings, Inc. [ DSP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 06/09/2009 J(1) 1,203,400(1) D (1) 0(1) D(1)
Common Stock 06/09/2009 J(1) 1,203,400(1) A (1) 6,019,050(1)(2)(3) D(4)(5)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
INTEGRATED CORE STRATEGIES (US) LLC

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT LLC
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MILLENCO LLC

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT LLC
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
May be deemed a group member
1. Name and Address of Reporting Person*
MILLENNIUM MANAGEMENT LLC

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
May be deemed a group member
1. Name and Address of Reporting Person*
ENGLANDER ISRAEL A

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT LLC
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
May be deemed a group member
Explanation of Responses:
1. This Form 4 is being filed to report the intercompany transfer of 1,203,400 shares of common stock, par value $0.001 per share ("Common Stock"), of SP Acquisition Holdings, Inc. (the "Issuer"), from Millenco LLC, a Delaware limited liability company ("Millenco"), to Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), each of which is wholly-owned by the same entity.
2. As a result of the intercompany transfer described above, as of the date of this filing, Integrated Core Strategies is the beneficial owner of 6,019,050 shares of the Issuer's Common Stock and Millenco is no longer the beneficial owner of any shares of the Issuer's Common Stock.
3. Integrated Core Strategies also holds 5,622,567 warrants to purchase the Issuer's Common Stock. Each warrant will entitle the holder to purchase one share of the Issuer's Common Stock at a price of $7.50 ("Warrant"). Each Warrant will become exercisable upon the Issuer's consummation of a business combination, provided that the Issuer has an effective registration statement covering the Common Stock issuable upon exercise of the Warrants and a current prospectus is available. The Warrants will expire on October 10, 2012, or earlier upon redemption. As of the date of this filing, the Issuer has not completed a business combination, and therefore, the Warrants are not currently exercisable.
4. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies, and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies.
5. Israel A. Englander ("Mr. Englander"), is the managing member of Millennium Management. Consequently, Mr. Englander may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies.
6. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies.
Remarks:
*INTEGRATED CORE STRATEGIES (US) LLC, By: Integrated Holding Group LP, its managing member, By: Millennium Management LLC, its general partner, By: David Nolan, Co-President
*David Nolan, Co-President 06/10/2009
** 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).
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