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^*

WIEDERHORN ANDREW

(Last)

(First)

(Middle)

C/O FOG CUTTER CAPITAL GROUP INC.

1410 SW JEFFERSON STREET

(Street)

PORTLAND

97201-2548

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOG CUTTER CAPITAL GROUP INC [ FCCG.PK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategic Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2005

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	03/14/2005		X⁽⁵⁾		404,026	D	$3.99	0	D
Common Stock	03/14/2005		X⁽⁵⁾		19,219	D	$3.99	520,598⁽¹⁾	I	By Spouse
Common Stock								93,938⁽¹⁾⁽²⁾	I	By GRAT
Common Stock								991,709⁽¹⁾⁽³⁾	I	By LP
Common Stock								13,826⁽¹⁾⁽⁴⁾	I	By LLC
Common Stock								164,778⁽¹⁾	I	By Minor Children

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)
Option (obligation to sell)	$3.99	03/14/2005		X⁽⁵⁾			423,245	04/27/2004	04/27/2007	Common Stock	423,245	$1.77	0	D

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of said securities for purposes of Section 16 or for any other purpose.

2. These securities are held by the Tiffany A. Wiederhorn Grantor Retained Annuity Trust I (the "GRAT") of which the spouse of the Reporting Person is the trustee and grantor.

3. These securities are held by TTMM, LP, a partnership controlled by the spouse of the Reporting Person. TTMM, LP owns 49.619% of the interests of WM Starlight Investments, LLC.

4. These securities are held by WM Starlight Investments, LLC, a limited liability company. The spouse of the Reporting Person is the managing member and owner of 50.381% of the interests of WM Starlight Investments, LLC. TTMM, LP is the owner of the remaining interests.

5. On March 14, 2005, the Board of Directors of the Issuer, without participation by the Reporting Person, voted to exercise an option that was purchased from the Reporting Person and reported by the Reporting Person on a Form 4 filed April 28, 2004, as amended on April 29, 2004. The option obligated the Reporting Person and his immediate family members to sell to the Issuer, upon exercise of the option, 423,245 shares of the Issuer's common stock.

	/s/ Michael S. Angell under Power of Attorney	03/31/2005
	** 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).
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