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^*

D LOREN ROBERT W

(Last)

(First)

(Middle)

C/O UCC CAPITAL

1330 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AETHER HOLDINGS INC [ AETH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2006

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)
Common Stock	06/06/2006		A		425,692	A	⁽¹⁾	425,692⁽²⁾	D
Common Stock	06/06/2006		A		153,249	A	⁽¹⁾	153,249⁽³⁾	D
Common Stock	06/06/2006		A		1,802,488	A	⁽⁴⁾	1,802,488	I	By D'Loren Realty LLC
Common Stock	06/06/2006		A		365,369	A	⁽⁵⁾	365,369	I	By The Robert D'Loren Family Trust Dated March 29, 2002⁽⁶⁾

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	$4.1	06/06/2006		A		125,000		⁽⁷⁾	06/06/2016	Common Stock	125,000	$0.00	125,000	D
Stock Option	$4.1	06/06/2006		A		2,686,976		⁽⁸⁾	06/06/2016	Common Stock	2,686,976	$0.00	2,686,976	D

Explanation of Responses:

1. Received in exchange for 2,000,000 shares of Class A Voting Common Stock and 1,600,000 shares of Class B Non-Voting Stock of UCC Capital Corp. ("Capital") and 1 share of common stock of UCC Consulting Corp. ("Consulting," and with Capital, "UCC") in connection with the closing of the merger of Capital and Consulting into a wholly owned subsidiary of Aether Holdings, Inc. (the "Merger") pursuant to the terms of the merger agreement dated June 6, 2006 (the "Merger Agreement").

2. The reporting person acquired these shares on June 6, 2006, as consideration in the Merger. The Merger Agreement provides that the former securityholders of UCC will receive up to an additional 1,600,000 shares of Aether Holdings, Inc. common stock in two tranches based upon certain performance targets set forth in the Merger Agreement. The reporting person?s right to receive his pro rata shares of the additional shares pursuant to the earn-out right became fixed and irrevocable on June 6, 2006, the effective date of the Merger.

3. These shares were issued on June 6, 2006 at the closing of the Merger. Until and unless earned, the shares are being held in escrow and are subject to forfeiture if the performance targets are not met within the earn-out period.

4. Received in exchange for 82.35 shares of common stock of Consulting in the Merger.

5. Received in exchange for 16.65 shares of common stock of Consulting in the Merger.

6. These shares are held in a trust for the benefit of reporting person's minor children. The trust is irrevocable, the trustee is not a member of reporting person's immediate family, and the trustee has independent authority to vote and dispose of the shares held by the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

7. The warrants vest in three equal installments on each of June 6, 2007, June 6, 2008 and June 6, 2009, provided that reporting person is then employed by Aether Holdings, Inc. and the warrants are not terminated earlier or the vesting is not accelerated pursuant to the terms thereof.

8. The options vest in three equal installments on each of June 6, 2007, June 6, 2008 and June 6, 2009, provided that reporting person is then employed by Aether Holdings, Inc. and the options are not terminated earlier or the vesting is not accelerated pursuant to the terms thereof.

Remarks:

	Robert W. D'Loren	06/08/2006
	** 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).
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