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^*

OBSTLER DAVID M

(Last)

(First)

(Middle)

C/O PINNACOR, 601 W. 26TH ST., 13TH FL.

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PINNACOR INC [ PCOR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO,Treasurer & VP of Corp Dev

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2004

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	01/16/2004		U		57,509	D	⁽¹⁾	0	D

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)
Stock Option (right to buy)	$2.59	01/16/2004		U			371,032	⁽²⁾	⁽¹⁰⁾	Common Stock	371,032	⁽²⁾	0	D
Stock Option (right to buy)	$12	01/16/2004		U			74,206	⁽³⁾	⁽¹⁰⁾	Common Stock	74,206	⁽³⁾	0	D
Stock Option (right to buy)	$2.34	01/16/2004		U			45,000	⁽⁴⁾	⁽¹⁰⁾	Common Stock	45,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$2.34	01/16/2004		U			45,000	⁽⁵⁾	⁽¹⁰⁾	Common Stock	45,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$2.16	01/16/2004		U			29,540	⁽⁶⁾	⁽¹⁰⁾	Common Stock	29,540	⁽⁶⁾	0	D
Stock Option (right to buy)	$1.75	01/16/2004		U			150,000	⁽⁷⁾	⁽¹⁰⁾	Common Stock	150,000	⁽⁷⁾	0	D
Stock Option (right to buy)	$1.22	01/16/2004		U			100,000	⁽⁸⁾	⁽¹⁰⁾	Common Stock	100,000	⁽⁸⁾	0	D
Stock Option (right to buy)	$1.24	01/16/2004		U			300,000	⁽⁹⁾	⁽¹⁰⁾	Common Stock	300,000	⁽⁹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between Pinnacor, Marketwatch and NMP, Inc. in exchange for either $2.42 per share, in cash, or .2659 shares of NMP, Inc. common stock, or a combination of both, depending on the elections of all the shareholders of Pinnacor.

2. This option, which was fully vested, was assumed by Marketwatch in the merger and replaced with an option to purchase 98,657 shares of Marketwatch stock for $9.74 per share.

3. This option, which vested 25% on 7/10/01 and thereafter in 12 equal, quarterly amounts, was assumed by Marketwatch in the merger and replaced with an option to purchase 19,731 shares of Marketwatch stock for $45.12 per share.

4. This option, which was fully vested, was assumed by Marketwatch in the merger and replaced with an option to purchase 11,965 shares of Marketwatch stock for $8.80 per share.

5. This option, which vested pursuant to certain performance benchmarks, was assumed by Marketwatch in the merger and replaced with an option to purchase 11,965 shares of Marketwatch stock for $8.80 per share.

6. This option, which was fully vested, was assumed by Marketwatch in the merger and replaced with an option to purchase 7,854 shares of Marketwatch stock for $8.12 per share.

7. This option, which vested 33% on 6/19/03 and thereafter in 2 equal, annual amounts, was assumed by Marketwatch in the merger and replaced with an option to purchase 39,885 shares of Marketwatch stock for $6.58 per share.

8. This option, which vested 33% on 1/1/04 and thereafter in 8 equal, quarterly amounts, was assumed by Marketwatch in the merger and replaced with an option to purchase 26,590 shares of Marketwatch stock for $4.58 per share.

9. This option, which vested 25% on 9/26/03 and thereafter in 10 equal, quarterly amounts, was assumed by Marketwatch in the merger and replaced with an option to purchase 79,770 shares of Marketwatch stock for $4.66 per share.

10. The new stock options issued by Marketwatch in exchange for the previous Pinnacor options will expire on January 16, 2005, pursuant to the registrant's amended employment agreement with Pinnacor.

	/s/ David Obstler	01/21/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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