FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PHARMAFRONTIERS CORP [ PFTR.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock(1) | 10/29/2004 | P4 | 1,250 | A | (1) | 151,250 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Common Stock (right to buy)(1) | $3 | 04/29/2004 | 4A | 1 | (2) | 04/29/2009 | Common Stock | 100,000 | (3) | 1 | D | |||
15% Subordinated Convertible Note(1) | (4) | 10/29/2004 | 4P | 1 | (5) | 11/30/2005 | Common Stock | (6) | $12,500(1) | 1 | D | |||
Warrant (right to buy)(1) | (7) | 10/29/2004 | 4P | 1 | (8) | (9) | Common Stock | (10) | (1) | 1(11) | D |
Explanation of Responses: |
1. Purchased $12,500 units consisting of a 15% subordinated convertible note, shares of common stock and warrant. |
2. Vests in three equal installments on April 29, 2005, 2006 and 2007 |
3. For services rendered as an executive officer |
4. At a price to be determined in the future; but at no less than $3.00 |
5. Not currently determinable; but no later than November 30, 2005 |
6. Not currently determinable; but in the event of an equity financing, the number of shares shall be determined by dividing the outstanding indebtedness by the weighted average gross offering price in the equity financing. If no equity financing, the number of shares shall be determined by dividing the oustanding indebtedness by $3.00 |
7. 50% of the weighted average gross offering price in an equity financing; if none, than $3.00 |
8. Immediately upon issuance of warrant |
9. One year after issuance of warrant |
10. Not currently determinable; but in the event of an equity financing, the number of shares to be issued will be determined by dividing the outstanding indebtedness by 50% of the weighted average gross offering price in the equity financing. If none, the number of shares to be issued will be determined by dividing the oustanding indebtedness by $3.00 |
11. To be issued on earlier of equity financing or November 30, 2005 |
C.W. Rouse | 03/30/2005 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |