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^*

HAMBRECHT ELIZABETH BOYER

(Last)

(First)

(Middle)

C/O SALON MEDIA GROUP, INC.

22 FOURTH STREET, FLOOR 16

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SALON MEDIA GROUP INC [ SALN.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2003

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)
Series A Convertible Preferred	08/29/2003		P		0	A	$0	7	I	FN-1⁽¹⁾
Common Stock	08/29/2003		P		0	A	$0	101,230	I	FN-1⁽¹⁾

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)
WARRANT⁽²⁾	$0.0575	06/12/2003		P		7,950		06/12/2003	06/12/2006	COMMON STOCK	7,950	$0.0575	7,950	I	FN-3⁽³⁾
WARRANT⁽²⁾	$0.046	07/10/2003		P		39,000		07/10/2003	07/10/2006	COMMON STOCK	39,000	$0.046	39,000	I	FN-4⁽⁴⁾
WARRANT⁽²⁾	$0.0345	08/29/2003		P		75,000		08/29/2003	08/29/2006	COMMON STOCK	75,000	$0.0345	75,000	D

Explanation of Responses:

1. WR Hambrecht+Co, LLC owns directly 125 shares of Series A Convertible Preferrred stock and 1,910,000 shares of common stock of Salon Media Group, Inc. Ms. Hambrecht, her husband and children together own 5.3% of WR Hambrecht+Co, LLC. Ms. Hambrecht disclaims beneficial ownership in all shares of Salon Media Group, Inc. directly owned by WR Hambrecht+Co, LLC except to the extent of her respective pecuniary interest therein.

2. Granted pursuant to Note and Warrant Purchase Agreements.

3. WR Hambrecht+Co, LLC acquired 150,000 warrants. Ms. Hambrecht, her husband and children together own 5.3% of WR Hambrecht+Co, LLC. Ms. Hambrecht disclaims beneficial ownership of the warrants directly owned by WR Hambrecht+Co, LLC except to the extent of her respective pecuniary interest therein.

4. HAMCO Capital acquired 150,000 warrants. Ms. Hambrecht owns 26.0% of HAMCO Capital. Ms. Hambrecht disclaims beneficial ownership of the warrants directly owned by HAMCO Capital except to the extent of her respective pecuniary interest therein.

	Elizabeth Hambrecht	08/29/2003
	** 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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