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*
HUGHES J WINDER

(Last) (First) (Middle)
C/O FOCUS FUND
PO BOX 389

(Street)
PONTE VEDRA FL 32004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VIKING SYSTEMS INC [ VKNG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Please See Remark (A)
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2009
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)
Code V Amount (A) or (D) Price
Common Stock 11/16/2009 S 20,000(1) D $0.76 4,195,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 20,000(1) D $0.83 4,175,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 20,000(1) D $0.87 4,155,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 20,000(1) D $0.87 4,135,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 40,000(1) D $0.94 4,095,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 40,000(1) D $0.92 4,055,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 50,000(1) D $0.92 4,005,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 40,000(1) D $0.96 3,965,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 40,000(1) D $1.02 3,925,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 50,000(1) D $0.98 3,875,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 40,000(1) D $0.95 3,835,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 20,000(1) D $0.9 3,815,189 I The Focus Fund L.P.(2)
Common Stock 11/16/2009 S 20,000(1) D $0.86 3,795,189 I The Focus Fund L.P.(2)
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
Warrants $0.18 (3) 01/03/2013 Common Stock (3) 2,804,124(3) D
Explanation of Responses:
1. Such shares were sold pursuant to the volume restrictions of Rule 144.
2. All such shares are held by The Focus Fund, L.P. Mr. Hughes is the managing member of The Focus Fund and, as such, shares the power to direct the vote and disposition of these shares. Mr. Hughes disclaims beneficial ownership of these shares.
3. These warrants were previously granted and Mr. Hughes disclaims beneficial ownership of the warrants as these warrants contain a provision which would prohibit the holder thereof from exercising such warrants to the extent that, upon such exercise, such holder, together with its affiliates, would beneficially hold more than 4.99% of the total number of shares of Common Stock then issued and outstanding (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended), unless such holder shall have provided the Issuer with 61 days' notice of the holder's waiver of such provisions. Accordingly, although the warrant has an exercise price of January 4, 2008, based on the number of shares of Common Stock held by the Reporting Persons as of the date hereof, such warrants are not presently exercisable.
Remarks:
(A) Mr. Hughes resigned from the company's board of directors and all committees of the board, effective November 2, 2009.
/s/ J. Winder Hughes 11/20/2009
** 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).
** 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.
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