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*
Brooks Jack E

(Last) (First) (Middle)
1029 EAST DRIVE

(Street)
BEAUMONT TX 77706

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASSURED PHARMACY, INC. [ APHY ]
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)
02/05/2013
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)
Code V Amount (A) or (D) Price
Common Stock 02/05/2013 P 769,230 A (1) 865,266 I(2) By Pinewood Trading Fund, LP
Common Stock 65,000 D(3)
Common Stock 8,987 I(3) By IRA
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
Series B Preferred Stock $0.9(4) 02/05/2013 J(4) 333,600(4) (5) (5) Common Stock 333,600 $0 667,200 I(2) By Pinewood Trading Fund, LP
Common Stock Warrants $0.9(4) 02/05/2013 J(4) 32,640(4) 11/30/2011 11/30/2016 Common Stock 32,640 $0 80,640 I(2) By Pinewood Trading Fund, LP
16% Convertible Debentures $0.9(4) 02/05/2013 J(4) 16,000(4) 11/30/2011 05/30/2014 Common Stock 16,000 $0 56,000 I(2) By Pinewood Trading Fund, LP
Common Stock Warrants $0.9 02/05/2013 P 769,230 02/05/2013 02/05/2016 Common Stock 769,230 (1) 769,230 I(2) By Pinewood Trading Fund, LP
1. Name and Address of Reporting Person*
Brooks Jack E

(Last) (First) (Middle)
1029 EAST DRIVE

(Street)
BEAUMONT TX 77706

(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*
Pinewood Trading Fund, LP

(Last) (First) (Middle)
1029 EAST DR.

(Street)
BEAUMONT TX 77706

(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*
Sagewood, LLC

(Last) (First) (Middle)
1029 EAST DR.

(Street)
BEAUMONT TX 77706

(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 reported securities are included within Units purchased by the reporting person for an aggregate of $500,000 for the Units. The Units consist of 769,230 shares of Common Stock and 769,230 warrants exercisable for shares of Common Stock.
2. The reported securities are owned directly by Pinewood Trading Fund, L.P., and indirectly by Sagewood, LLC, as General Partner of Pinewood Trading Fund, L.P., and Jack E. Brooks, as Manager of Sagewood, LLC. Sagewood, LLC and Jack E. Brooks disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
3. The reported securities are owned directly and indirectly by Jack E. Brooks.
4. The shares were acquired as a result of the resetting of the conversion price of the securities previously reported, resulting from the triggering of the anti-dilution adjustments contained in the securities.
5. Series B Preferred Stock is convertible at any time at the reporting person's election, and has no expiration date.
Remarks:
Pinewood Trading Fund, LP, By Sagewood, LLC, General Partner, By /s/ Jack E. Brooks, Manager 02/07/2013
Sagewood, LLC, By /s/ Jack E. Brooks, Manager 02/07/2013
/s/ Jack E. Brooks 02/07/2013
** 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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