SEC FORM 4

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^*

HAMBRECHT WILLIAM R

(Last)

(First)

(Middle)

539 BRYANT STREET

SUITE 100

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SALON MEDIA GROUP INC [ SALN.OB ]

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)
05/11/2006

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2006		M		150,000	A	$0.0451	1,373,913	D
Common Stock	05/11/2006		M		300,000	A	$0.0345	1,673,913	D
Common Stock	05/11/2006		M		282,580	A	$0.1374	1,956,493	D
Common Stock	05/11/2006		M		307,636	A	$0.161	2,264,129	D
Common Stock	05/11/2006		M		16,050	A	$0.0417	910,495	I	See footnote⁽¹⁾
Common Stock	05/11/2006		M		16,050	A	$0.0451	926,545	I	See footnote⁽¹⁾
Common Stock	05/11/2006		M		8,698	A	$0.1374	935,243	I	See footnote⁽¹⁾
Common Stock	05/11/2006		M		3,676	A	$0.161	938,919	I	See footnote⁽¹⁾
Common Stock	05/11/2006		M		32,940	A	$0.0451	971,859	I	See footnote⁽²⁾
Common Stock	05/11/2006		M		127,210	A	$0.0518	1,099,069	I	See footnote⁽³⁾
Common Stock	05/11/2006		M		66,710	A	$0.0451	1,165,779	I	See footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$0.0451	05/11/2006		X			150,000	06/12/2003	06/12/2006	Common Stock	150,000	$0.0451	0	D
Warrant	$0.0345	05/11/2006		X			300,000	02/10/2004	02/10/2007	Common Stock	300,000	$0.0345	0	D
Warrant	$0.1374	05/11/2006		X			282,580	06/04/2004	06/04/2007	Common Stock	282,580	$0.1374	0	D
Warrant	$0.161	05/11/2006		X			307,636	02/02/2005	02/02/2008	Common Stock	307,636	$0.161	0	D
Warrant	$0.0417	05/11/2006		X			16,050	07/10/2003	07/10/2006	Common Stock	16,050	$0.0417	0	I	See footnote⁽¹⁾
Warrant	$0.0451	05/11/2006		X			16,050	11/24/2003	11/24/2006	Common Stock	16,050	$0.0451	0	I	See footnote⁽¹⁾
Warrant	$0.1374	05/11/2006		X			8,698	06/04/2004	06/04/2007	Common Stock	8,698	$0.1374	0	I	See footnote⁽¹⁾
Warrant	$0.161	05/11/2006		X			3,676	02/02/2005	02/02/2008	Common Stock	3,676	$0.161	0	I	See footnote⁽¹⁾
Warrant	$0.0451	05/11/2006		X			32,940	06/12/2003	06/12/2006	Common Stock	32,940	$0.0451	0	I	See footnote⁽²⁾
Warrant	$0.0518	05/11/2006		C			174,900	10/06/2003	10/06/2006	Common Stock	174,900	$0.0518	0	I	See footnote⁽³⁾
Warrant	$0.0451	05/11/2006		C			87,450	10/30/2003	10/30/2006	Common Stock	87,450	$0.0451	0	I	See footnote⁽³⁾

Explanation of Responses:

1. HAMCO Capital Corporation exercised a warrant to purchase 150,000 shares of common stock, received on 7/10/2003, for 150,000 shares of common stock, a warrant to purchase 150,000 shares of common stock, received on 11/24/2003, for 150,000 shares of common stock, a warrant to purchase 81,290 shares of common stock, received on 6/4/2004, for 81,290 shares of common stock, and a warrant to purchase 34,363 shares of common stock, received on 2/2/2005, for 34,363 shares of common stock, all on 5/11/2006. Mr. Hambrecht owns 10.7% of HAMCO Capital Corporation and disclaims beneficial ownership in all common stock or warrants directly owned by HAMCO Capital Corporation, except to the extent of his respective pecuniary interest therein.

2. W.R. Hambrecht + Co., LLC exercised a warrant to purchase 150,000 shares of common stock, received on 6/12/2003, for 150,000 shares of common stock on 5/11/2006. Mr. Hambrecht owns 21.96% of W.R. Hambrecht + Co., Inc. and disclaims beneficial ownership in all common stock or warrants directly owned by W.R. Hambrecht + Co., Inc, except to the extent of his respective pecuniary interest therein.

3. Ironstone Group, Inc., converted a warrant to purchase 300,000 shares of common stock, received 10/6/2003, for 218,199 shares of common stock, and a warrant to purchase 150,000 shares of common stock, received 10/30/2003, for 114,426 shares of common stock, all on 5/11/2006. Mr. Hambrecht owns 58.3% of Ironstone Group, Inc., and disclaims beneficial ownership in all common stock or warrants directly owned by Ironstone Group, Inc., except to the extent of his respective pecuniary interest therein.

	/s/ W.R. Hambrecht	05/15/2006
	** Signature of Reporting Person	Date
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* 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).
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