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^*

TRAFELET CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

590 MADISON AVENUE

39TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRONIC GAME CARD INC [ EGMI ]

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)
04/06/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.001 (the "Common Stock")	04/13/2006		J⁽³⁾		488,835	A	⁽³⁾	488,835	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	06/14/2006		J⁽³⁾		252,240	A	⁽³⁾	741,075	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	11/29/2006		J⁽³⁾		3,776,572	A	⁽³⁾	4,517,647	I	See Footnotes⁽¹⁾⁽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)
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)
6% Convertible Promissory Notes (the "Notes")	⁽⁴⁾	04/06/2005		J⁽⁴⁾		788,835		⁽⁴⁾	⁽⁴⁾	Common Stock	116,926	⁽⁴⁾	2,036,926	I	See Footnotes⁽¹⁾⁽²⁾
Notes	⁽⁴⁾	11/29/2006		J⁽⁵⁾			116,926	⁽⁴⁾	⁽⁴⁾	Common Stock	116,926	⁽⁴⁾	0	I	See Footnotes⁽¹⁾⁽²⁾
Series A 6% Cnvrtbl Rdmble Pref. Stock ("Series A Shares")	⁽⁶⁾	11/29/2006		J⁽⁵⁾		2,851,686		⁽⁶⁾	⁽⁸⁾	Common Stock	2,851,686	⁽⁶⁾	2,851,686	I	See Footnotes⁽¹⁾⁽²⁾
Warraaants ("Warrants")	⁽⁷⁾	11/29/2006		J⁽⁷⁾		960,000		⁽⁷⁾	03/23/2010	Common Stock	960,000	⁽⁸⁾	960,000	I	See Footnotes⁽¹⁾⁽²⁾
Warrants	⁽⁷⁾	11/29/2006		J⁽⁷⁾			960,000	⁽⁷⁾	03/23/2010	Common Stock	960,000	⁽⁸⁾	960,000	I	See Footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

TRAFELET CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

590 MADISON AVENUE

39TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TRAFELET & CO LLC

(Last)

(First)

(Middle)

590 MADISON AVENUE

39TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TRAFELET REMY W

(Last)

(First)

(Middle)

C/O TRAFELET & COMPANY, LLC

590 MADISON AVENUE, 39TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities reported herein are held in the accounts of private investment vehicles and may be deemed beneficially owned by Trafelet Capital Management, L.P. ("Trafelet"), the investment manager of such entities, Trafelet & Company, LLC ("Trafelet GP") the general partner of Trafelet and Mr. Remy W. Trafelet, the managing member of Trafelet GP (Trafelet, Trafelet GP and Mr. Trafelet, collectively the "Reporting Persons"). Each of the Reporting Persons declaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. As of the date to which this report relates, Trafelet had not yet been formed. Trafelet GP served as the investment manager to the above-referenced private investment vehicles until January 1, 2007. On such date, Trafelet became the investment manager to such private investment vehicles and Trafelet GP became the general partner of Trafelet.

3. The shares of Common Stock were issued for no additional consideration as penalty payments pursuant to the terms of an agreement entered into by the private investment vehicles referenced above in connection with the purchase of Notes.

4. The Notes were issued for no additional consideration as penalty payments pursuant to the terms of an agreement entered into by the private investment vehicles referenced above in connection with the purchase of other Notes on March 24, 2005. The Notes reported herein received had an aggregate principal face amount of $175,389 and, together with any accrued interest, were convertible without additional payment of any kind (either directly or indirectly through conversion into convertible preferred shares that are convertible into Common Stock) into shares of Common Stock of the issuer at an effective conversion price of $1.50 per share, subject to automatic adjustment in accordance with antidilution provisions of the Notes.

5. The Reporting Persons received the Series A Shares in exchange for the Notes without any action on the part of the Reporting Person in connection with a transaction that was approved by holders of a majority in interest of the Notes and Warrants (the "Exchange").

6. As of their issuance, each Series A Share was immediately convertible into one share of Common Stock, without additional payment of any kind at an effective conversion price of $1.50 per share, subject to automatic adjustment in accordance with antidilution provisions.

7. In connection with the Exchange, the terms of outstanding Warrants were modified to reduce the original exercise price of $1.85 per share to $0.50 per share. The reduction in exercise price occurred, without any action on the part of the Reporting Persons and in accordance with the terms of the Exchange. The warrants expire on March 24, 2010.

8. N/A

	/s/ Remy W. Trafelet	07/18/2008
	/s/ Remy W. Trafelet, as Managing Member of Trafelet & Company, LLC, General Partner of Trafelet Capital Management, L.P.	07/18/2008
	/s/ Remy W. Trafelet, as Managing Member of Trafelet & Company, LLC	07/18/2008
	** 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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