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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WILSHIRE ENTERPRISES INC [ WOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/13/2006 | ||||||||||||||||||||||||||
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 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(5) | 04/13/2006 | X/K(1)(3) | 149 | A | $7.62 | 1,149,149 | I | See Footnote(6) | ||
Common Stock(5) | 04/13/2006 | J/K(1)(3) | 149 | D | $8.38 | 1,149,000 | I | See Footnote(6) | ||
Common Stock(6) | 04/13/2006 | X/K(1)(3) | 149 | A | $7.62 | 1,149,149 | I | See Footnote(7) | ||
Common Stock(6) | 04/13/2006 | J/K(1)(3) | 149 | D | $8.38 | 1,149,000 | I | See Footnote(7) | ||
Common Stock(1) | 04/13/2006 | X/K(1) | 112 | A | $7.62 | 480,933 | D | |||
Common Stock(2) | 04/13/2006 | X/K(1) | 112 | A | $7.62 | 480,933 | I | See Footnote(2) | ||
Common Stock(1) | 04/13/2006 | J/K(1) | 112 | D | $8.38 | 480,821 | D | |||
Common Stock(2) | 04/13/2006 | J/K(1) | 112 | D | $8.38 | 480,821 | I | See Footnote(2) | ||
Common Stock(3) | 04/13/2006 | X/K(3) | 37 | A | $7.62 | 401,406 | D | |||
Common Stock(3) | 04/13/2006 | J/K(3) | 37 | D | $8.38 | 401,369 | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Equity Swap (obligation to buy)(1) | $7.62 | 04/13/2006 | X/K(1) | 1 | 04/13/2006 | 04/13/2006 | Common Stock | 112 | $0 | 0 | D | ||||
Equity Swap (obligation to buy)(2) | $7.62 | 04/13/2006 | X/K(1) | 1 | 04/13/2006 | 04/13/2006 | Common Stock | 112 | $0 | 0 | I | See Footnote(2) | |||
Equity Swap (obligation to buy)(3) | $7.62 | 04/13/2006 | X/K(3) | 1 | 04/13/2006 | 04/13/2006 | Common Stock | 37 | $0 | 0 | D | ||||
Equity Swap (obligation to buy)(4) | $7.62 | 04/13/2006 | X/K(1)(3) | 2 | 04/13/2006 | 04/13/2006 | Common Stock | 149 | $0 | 0 | I | See Footnote(4) | |||
Equity Swap (obligation to buy)(5) | $7.62 | 04/13/2006 | X/K(1)(3) | 2 | 04/13/2006 | 04/13/2006 | Common Stock | 149 | $0 | 0 | I | See Footnote(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On April 13, 2006, Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, entered into a cash settlement of an equity swap agreement with a securities broker ("Broker") on behalf of Mercury Special Situations Fund LP ("MSSF"), for which Advisors serves as the investment adviser. Mr. David R. Jarvis and Mr. Malcolm F. MacLean IV are managing members of Advisors. Broker made a payment to MSSF such that the resulting economic effect of the swap arrangement was as if (i) MSSF paid Broker $853.44, representing $7.62 for 112 shares of WOC common stock as of July 18, 2005, and (ii) Broker paid to MSSF $9.38.56, representing $8.38 for 112 shares of WOC common stock as of April 13, 2006. In addition, MSSF will pay to Broker a finance charge. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. |
2. This swap arrangement was held directly by MSSF. Mercury MS II LLC ("MS II LLC") is the general partner of MSSF. MS II LLC disclaims beneficial ownership of the securities held by MSSF except to the extent of the pecuniary interest, if any, in such securities as a result of its partnership interest in MSSF. |
3. On April 10, 2006, Advisors entered into a cash settlement of an equity swap agreement with Broker on behalf of Mercury Special Situations Offshore Fund, Ltd. ("MSSOF"), for which Advisors serves as the investment adviser. Broker made a payment to MSSOF such that the resulting economic effect of the swap arrangement was as if (i) MSSOF paid Broker $281.94, representing $7.62 for 37 shares of WOC common stock as of July 18, 2005, and (ii) Broker paid to MSSOF $310.06, representing $8.38 for 37 shares of WOC common stock as of April 13, 2006. In addition, MSSOF will pay to Broker a finance charge. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. |
4. These swap arrangements were settled by Advisors on behalf of MSSF and MSSOF. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MSSF and MSSOF, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF and MSSOF, or as a result of his membership interest in MS II LLC, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). The termination of these equity swaps and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. |
5. These swap arrangements were settled by Advisors on behalf of MSSF and MSSOF. Mr. MacLean disclaims beneficial ownership of the securities held directly by MSSF and MSSOF, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MSSF and MSSOF, or as a result of his membership interest in MS II LLC, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). The termination of these equity swaps and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. |
6. The securities reported in Column 5 of Table I are held directly by certain private investment funds, including MSSF and MSSOF (the "Funds"), and certain managed accounts (the "Managed Accounts"), for which Advisors serves as the investment adviser. Mr. Jarvis disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including MS II LLC, that serve as the general partners of certain of the Funds. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). |
7. The securities reported in Column 5 of Table I are held directly by the Funds and the Managed Accounts, for which Advisors serves as the investment adviser. Mr. MacLean disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including MS II LLC, that serve as the general partners of certain of the Funds. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). |
/s/ David R. Jarvis | 04/25/2006 | |
/s/ Malcolm F. MacLean IV | 04/25/2006 | |
** 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. |