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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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.
101 SPEAR STREET, SUITE 203
(Street)
SAN FRANCISCO CA 94105
(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)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/15/2006 		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 05/11/2006 M 39,000 A $0.0417 50,360(4) I See Footnote(1)(3)
Common Stock 05/11/2006 M 39,000 A $0.0451 89,360 I See Footnote(1)
Common Stock 05/11/2006 M 21,135 A $0.1374 110,495 I See Footnote(1)
Common Stock 05/11/2006 M 8,934 A $0.161 119,429 I See Footnote(1)
Common Stock 05/11/2006 M 2,400 A $0.0451 121,829 I See Footnote(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
Warrant $0.0417 05/11/2006 X 39,000 07/10/2003 07/10/2006 Common Stock 39,000 $0.0417 0 I Footnote(1)
Warrant $0.0451 05/11/2006 X 39,000 11/24/2003 11/24/2006 Common Stock 39,000 $0.0451 0 I Footnote(1)
Warrant $0.1374 05/11/2006 X 21,135 06/04/2004 06/04/2007 Common Stock 21,135 $0.1374 0 I Footnote(1)
Warrant $0.161 05/11/2006 X 8,934 02/02/2005 02/02/2008 Common Stock 8,934 $0.161 0 I Footnote(1)
Warrant $0.0451 05/11/2006 X 2,400 06/12/2003 06/12/2006 Common Stock 2,400 $0.0451 0 I Footnote(2)
Explanation of Responses:
1. HAMCO Capital Corporation acquired warrants to purchase 150,000, 150,000, 81,290, 34,363 shares of common stock on July 10, 2003, November 24, 2003, June 4, 2004, and February 2, 2005, respectively and exercised these warrants on May 11, 2006. Ms Hambrecht owns 26.0% of HAMCO Capital as of the date of the reported transactions. Ms. Hambrecht disclaims beneficial ownership of the original warrants and the resulting common stock resulting from the exercise of such warrants directly owned by HAMCO Capital except to the extent of her respective pecuniary interest therein.
2. WR Hambrecht+Co, Inc. acquired a warrant to purchase 150,000 shares of common stock on June 12, 2003 and exercised such warrant on May 11, 2006. Ms. Hambrecht, her husband and children together own less than 2% of WR Hambrecht+Co, Inc. as of the date of this transaction. Ms. Hambrecht disclaims beneficial ownership of the warrant and the resulting common stock resulting from the exercise of such warrant directly owned by WR Hambrecht+Co, Inc. except to the extent of her respective pecuniary interest therein.
3. Prior to May 11, 2006, WR Hambrecht+Co, Inc owned directly 710,000 shares of common stock of Salon Media Group, Inc. Ms. Hambrecht, her husband and children together own less than 2% of WR Hambrecht+Co, Inc as of the date of this transaction. Ms. Hambrecht disclaims beneficial ownership in all shares of Salon Media Group, Inc. directly owned by WR Hambrecht+Co, Inc. except to the extent of her respective pecuniary interest therein.
4. The amount of securities indirectly beneficially owned prior to the reported transactions have been adjusted to reflect Ms. Hambrecht's pecuniary interest in WR Hambrecht + Co, Inc and HAMCO Capital as of the date of the reported transactions.
/s/ Elizabeth Boyer Hambrecht 08/10/2006
** 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.