SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* HAMBRECHT WILLIAM R (Last) (First) (Middle) 539 BRYANT STREET SUITE 100 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/29/2005	3. Issuer Name and Ticker or Trading Symbol SALON MEDIA GROUP INC [ SALN.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Father of Issuer's CEO & Pres.	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	180,500	D
Common Stock	1,043,413	I	See footnote(1)
Common Stock	155,916	I	See footnote(2)
Series A Preferred Stock	10	I	See footnote(3)
Series C Preferred Stock	189	I	See footnote(1)
Series C Preferred Stock	545	I	See footnote(4)
Series D Preferred Stock	334	I	See footnote(1)
Series D Preferred Stock	6	I	See footnote(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	08/09/2001	08/09/2006	Common Stock	87,840	$0.1094	I	See footnote(6)
Warrant	02/11/2003	02/11/2006	Common Stock	174,900	$0.0451	I	See footnote(7)
Warrant	03/12/2003	03/12/2006	Common Stock	174,900	$0.0417	I	See footnote(7)
Warrant	03/25/2003	03/25/2006	Common Stock	174,900	$0.0417	I	See footnote(7)
Warrant	04/10/2003	04/10/2006	Common Stock	174,900	$0.0417	I	See footnote(7)
Warrant	04/29/2003	04/29/2006	Common Stock	174,900	$0.0451	I	See footnote(7)
Warrant	06/12/2003	06/12/2006	Common Stock	32,940	$0.0451	I	See footnote(6)
Warrant	06/12/2003	06/12/2006	Common Stock	150,000	$0.0451	I	See footnote(1)
Warrant	07/10/2003	07/10/2006	Common Stock	16,050	$0.0417	I	See footnote(8)
Warrant	10/06/2003	10/06/2006	Common Stock	174,900	$0.0518	I	See footnote(7)
Warrant	10/30/2003	10/30/2006	Common Stock	87,450	$0.0451	I	See footnote(7)
Warrant	11/24/2003	11/24/2006	Common Stock	16,050	$0.0451	I	See footnote(8)
Warrant	02/10/2004	02/10/2007	Common Stock	300,000	$0.0345	I	See footnote(1)
Warrant	02/10/2004	02/10/2007	Common Stock	65,880	$0.0345	I	See footnote(9)
Warrant	06/04/2004	06/04/2007	Common Stock	282,580	$0.138	I	See footnote(1)
Warrant	06/04/2004	06/04/2007	Common Stock	8,698	$0.138	I	See footnote(8)
Warrant	02/02/2005	02/02/2008	Common Stock	307,636	$0.161	I	See footnote(1)
Warrant	02/02/2005	02/02/2008	Common Stock	3,676	$0.161	I	See footnote(8)

Explanation of Responses:

1. 100% of all securities are held by The Hambrecht 1980 Revocable Trust, a trust for Sarah and William Hambrecht.

2. WR Hambrecht + Co., Inc. directly owns 710,000 shares of common stock. Mr. Hambrecht owns 21.96% of WR Hambrecht + Co., Inc. and disclaims beneficial ownership in all shares of Salon Media Group, Inc. (Salon) common stock directly owned by WR Hambrecht + Co., Inc. except to the extent of his respective pecuniary interest therein.

3. WR Hambrecht + Co., LLC directly owns 50 shares of Series A preferred stock. WR Hambrecht + Co., LLC is wholly owned by WR Hambrecht + Co., Inc. Mr. Hambrecht owns 21.96% of WR Hambrecht + Co., Inc. and disclaims beneficial ownership in all shares of Salon Series A preferred stock directly owned by WR Hambrecht + Co., Inc. except to the extent of his respective pecuniary interest therein.

4. WR Hambrecht + Co., LLC directly owns 64 shares of Series C preferred stock. WR Hambrecht + Co., LLC is wholly owned by WR Hambrecht + Co., Inc. WR Hambrecht + Co., Inc. directly owns 125 shares of Series C preferred stock. Mr. Hambrecht owns 21.96% of WR Hambrecht + Co., Inc. HAMCO Capital (HAMCO) directly owns 127 shares of Series C preferred stock. Mr. Hambrecht owns 10.7% of HAMCO. Ironstone Group, Inc. (Ironstone) directly owns 843 shares of Series C preferred stock. Mr. Hambrecht owns 58.3% of Ironstone. Mr. Hambrecht disclaims beneficial ownership in all shares of Salon Series C preferred stock directly owned by WR Hambrecht + Co., Inc., HAMCO and Ironstone except to the extent of his respective pecuniary interest therein each.

5. HAMCO directly owns 63 shares of Series D preferred stock. Mr. Hambrecht owns 10.7% of HAMCO and disclaims beneficial ownership in all shares of Salon Series D preferred stock directly owned by HAMCO Capital except to the extent of his respective pecuniary interest therein.

6. WR Hambrecht + Co., LLC directly owns a warrant to purchase 400,000 shares of common stock received on 8/9/01 and a warrant to purchase 150,000 shares of common stock received on 6/12/03. WR Hambrecht + Co., LLC is wholly owned by WR Hambrecht + Co., Inc. Mr. Hambrecht owns 21.96% of WR Hambrecht + Co., Inc. and disclaims beneficial ownership in all warrants directly owned by WR Hambrecht + Co., Inc. except to the extent of his respective pecuniary interest therein.

7. Ironstone directly owns a warrant to purchase 300,000 shares of common stock received on 2/11/03, a warrant to purchase 300,000 shares of common stock received on 3/12/03, a warrant to purchase 300,000 shares of common stock received on 3/25/03, a warrant to purchase 300,000 shares of common stock received on 4/10/03, a warrant to purchase 300,000 shares of common stock received on 4/29/03, a warrant to purchase 300,000 shares of common stock received on 10/6/03, and a warrant to purchase 150,000 shares of common stock received on 10/30/03. Mr. Hambrecht owns 58.3% of Ironstone and disclaims beneficial ownership in all warrants directly owned by Ironstone except to the extent of his respective pecuniary interest therein.

8. HAMCO directly owns a warrant to purchase 150,000 shares of common stock received on 7/10/03, a warrant to purchase 150,000 shares of common stock received on 11/24/03, a warrant to purchase 81,290 shares of common stock received on 6/4/04, and a warrant to purchase 34,363 shares of common stock on 2/02/05. Mr. Hambrecht owns 10.7% of HAMCO and disclaims beneficial ownership in all warrants directly owned by HAMCO except to the extent of his respective pecuniary interest therein.

9. WR Hambrecht + Co., Inc. directly owns a warrant to purchase 300,000 shares of common stock received on 2/10/04. Mr. Hambrecht owns 21.96% of WR Hambrecht + Co., Inc. and disclaims beneficial ownership in all warrants directly owned by WR Hambrecht + Co., Inc. except to the extent of his respective pecuniary interest therein.

	/s/ W.R. Hambrecht	12/01/2005
	** Signature of Reporting Person	Date
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