SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
JLF OFFSHORE FUND LTD

(Last) (First) (Middle)
PO BOX 896, HARBOUR CENTRE
2ND FL, NORTH CHURCH ST

(Street)
GRAND CAYMAN, BRITISH W INDIES E9 00000

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2008
3. Issuer Name and Ticker or Trading Symbol
China Cablecom Holdings, Ltd. [ CCCHF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, $.0005 par value(1) 384,071 D(2)
Ordinary Shares, $.0005 par value 384,071 I footnote(3)
Ordinary Shares, $.0005 par value 319,432 I footnote(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Ordinary Share Warrants (Right to Buy)(5) (6) 04/04/2010 Ordinary Shares 589,504 $5 D(2)
Ordinary Share Warrants (Right to Buy (6) 04/04/2010 Ordinary Shares 589,504 $5 I footnote(3)
Ordinary Share Warrants (Right to Buy) (6) 04/04/2010 Ordinary Shares 493,996 $5 I footnote(4)
1. Name and Address of Reporting Person*
JLF OFFSHORE FUND LTD

(Last) (First) (Middle)
PO BOX 896, HARBOUR CENTRE
2ND FL, NORTH CHURCH ST

(Street)
GRAND CAYMAN, BRITISH W INDIES E9 00000

(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*
FEINBERG JEFF

(Last) (First) (Middle)
C/O JLF ASSET MANAGEMENT, LLC
2775 VIA DE LA VALLE, SUITE 204

(Street)
DEL MAR CA 92014

(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. Pursuant to a April 9, 2008 merger (the "Merger") between China Cablecom Holdings, Ltd. (the "Issuer") and Jaguar Acquisition Corporation ("Jaguar"), the Issuer issued one Ordinary Share (each an "Ordinary Share" and collectively, the "Ordinary Shares") in exchange for each currently issued outstanding share of Common Stock of Jaguar (each a "Share" and collectively, the "Shares"). The Ordinary Shares have the same terms as the Shares. As a result of the Merger, the 703,503 Shares beneficially owned by Jeffrey Feinberg were effectively converted into 703,503 Ordinary Shares. This includes the 384,071 Shares held in the account of JLF Offshore Fund, Ltd. (the "Fund") and the 319,432 Shares held in the accounts of private investment vehicles over which Jeffrey Feinberg has investment discretion by virtue of his position in the management company of said entities. The Merger is described in the Definitive Proxy Statement filed by Jaguar on March 24, 2008.
2. These securities are held in the account of the Fund.
3. These securities are held in the account of the Fund. Jeffrey Feinberg has investment discretion over these securities by virtue of his position in the investment manager of the Fund.
4. These securities are held in the accounts of private investment vehicles over which Jeffrey Feinberg has investment discretion by virtue of his position in the management company of said entities.
5. Pursuant to the merger, the Issuer issued one Ordinary Share Warrant (each an "Ordinary Share Warrant" and collectively, the "Ordinary Share Warrants") in exchange for each Common Stock Warrant of Jaguar (each a "Warrant" and collectively, the "Warrants"). The Ordinary Share Warrants have the same terms as the Warrants. As a result of the Merger, the 1,083,500 Warrants beneficially owned by Jeffrey Feinberg were effectively converted into 1,083,500 Ordinary Share Warrants. This includes the 589,504 Warrants held in the account of the Fund and the 493,996 Warrants held in the accounts of private investment vehicles over which Jeffrey Feinberg has investment discretion by virtue of his position in the management company of said entities.
6. Each Ordinary Share Warrant is immediately exercisable.
Remarks:
(+) This Reporting Person hereby disclaims beneficial ownership over the securities reported on this Form 3 except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that this Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
JLF Offshore Fund, Ltd. By: /s/ Jeffrey L. Feinberg, as Managing Member of JLF Asset Management, L.L.C., its investment manager 05/01/2008
/s/ Jeffrey L. Feinberg (+) 05/01/2008
** 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 5 (b)(v).
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