-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MLS5vuxw+FBbV5DNI+DdP9nAvUVj8CYKcCv9FxDX3iPuGVgT1pnvpiRxwftRV727 6pbXU+D8r9R3emdE0q9zrQ== 0001144204-07-062410.txt : 20071116 0001144204-07-062410.hdr.sgml : 20071116 20071116092959 ACCESSION NUMBER: 0001144204-07-062410 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071116 DATE AS OF CHANGE: 20071116 GROUP MEMBERS: G. STACY SMITH GROUP MEMBERS: PATRICK P. WALKER GROUP MEMBERS: REID S. WALKER GROUP MEMBERS: WS VENTURES MANAGEMENT, L.P. GROUP MEMBERS: WSV MANAGEMENT, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: uWink, Inc. CENTRAL INDEX KEY: 0001108699 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 870412110 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79302 FILM NUMBER: 071251570 BUSINESS ADDRESS: STREET 1: 16106 HART STREET CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 8189096030 MAIL ADDRESS: STREET 1: 16106 HART STREET CITY: VAN NUYS STATE: CA ZIP: 91406 FORMER COMPANY: FORMER CONFORMED NAME: PROLOGUE DATE OF NAME CHANGE: 20000308 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Becker Steven R CENTRAL INDEX KEY: 0001349005 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 214-756-6073 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 v094637_13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
UWINK, INC.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
91818N100
(CUSIP Number)
 
November 7, 2007
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
   
CUSIP No. 91818N100
 
     
1
NAME OF REPORTING PERSON: Steven R. Becker
I.R.S. Identification Nos. of above persons (entities only):
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
   
(b)    x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING

PERSON
 
 
 
 
   5
 
   6
 
   7
 
   8
 
SOLE VOTING POWER:
348,375*
SHARED VOTING POWER:
0
SOLE DISPOSITIVE POWER:
348,375*
SHARED DISPOSITIVE POWER:
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
348,375*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%*
 
12
TYPE OF REPORTING PERSON
IN
 

* Based on information set forth on the Form 10-QSB of uWink, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2007 and the Form 8-K of the Company filed with the SEC on November 6, 2007, there were 6,550,054 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issued and outstanding, and commitments received to purchase an additional 5,125,000 Shares, as of November 6, 2007. As of November 7, 2007 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate (i) 500,000 Shares and (ii) 500,000 warrants, each exercisable to purchase one Share as of the Reporting Date (the “Warrants”). WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. In addition, as of the Reporting Date, SRB Greenway Capital, L.P. (“SRBGC”), SRB Greenway Capital (Q.P.), L.P. (“SRBQP”), and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore” and collectively with SRBGC and SRBQP, the "Greenway Funds") owned in the aggregate (i) 200,000 Shares, and (ii) 200,000 Warrants. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC and SRBQP and the general partner and investment manager of SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the securities held by the Greenway Funds. The Warrants contain an issuance limitation prohibiting the warrantholder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrantholder and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the warrantholders for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) of more than 9.999% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the "9.999% Issuance Limitation"). The 9.999% Issuance Limitation may be not waived. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 870,938 Shares, or approximately 7.2% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 500,000 Shares and (b) 370,938 Warrants; and (ii) Mr. Becker is deemed to beneficially own 348,375 Shares, or approximately 2.9% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 200,000 Shares and (b) 148,375 Warrants. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 

 
   
CUSIP No. 91818N100
 
     
1
NAME OF REPORTING PERSON: WSV Management, L.L.C.
I.R.S. Identification Nos. of above persons (entities only):
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
   
(b)    x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING

PERSON
 
 
 
 
   5
 
   6
 
   7
 
   8
 
SOLE VOTING POWER:
0
SHARED VOTING POWER:
870,938*
SOLE DISPOSITIVE POWER:
0
SHARED DISPOSITIVE POWER:
870,938*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,938*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%*
 
12
TYPE OF REPORTING PERSON
HC/OO
 
 
* Based on information set forth on the Form 10-QSB of uWink, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2007 and the Form 8-K of the Company filed with the SEC on November 6, 2007, there were 6,550,054 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issued and outstanding, and commitments received to purchase an additional 5,125,000 Shares, as of November 6, 2007. As of November 7, 2007 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate (i) 500,000 Shares and (ii) 500,000 warrants, each exercisable to purchase one Share as of the Reporting Date (the “Warrants”). WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. In addition, as of the Reporting Date, SRB Greenway Capital, L.P. (“SRBGC”), SRB Greenway Capital (Q.P.), L.P. (“SRBQP”), and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore” and collectively with SRBGC and SRBQP, the "Greenway Funds") owned in the aggregate (i) 200,000 Shares, and (ii) 200,000 Warrants. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC and SRBQP and the general partner and investment manager of SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the securities held by the Greenway Funds. The Warrants contain an issuance limitation prohibiting the warrantholder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrantholder and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the warrantholders for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) of more than 9.999% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the "9.999% Issuance Limitation"). The 9.999% Issuance Limitation may be not waived. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 870,938 Shares, or approximately 7.2% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 500,000 Shares and (b) 370,938 Warrants; and (ii) Mr. Becker is deemed to beneficially own 348,375 Shares, or approximately 2.9% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 200,000 Shares and (b) 148,375 Warrants. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 

 
   
CUSIP No. 91818N100
 
     
1
NAME OF REPORTING PERSON: WS Ventures Management, L.P.
I.R.S. Identification Nos. of above persons (entities only):
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
   
(b)    x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING

PERSON
 
 
 
 
   5
 
   6
 
   7
 
   8
 
SOLE VOTING POWER:
0
SHARED VOTING POWER:
870,938*
SOLE DISPOSITIVE POWER:
0
SHARED DISPOSITIVE POWER:
870,938*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,938*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%*
 
12
TYPE OF REPORTING PERSON
IA/PN
 
 
* Based on information set forth on the Form 10-QSB of uWink, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2007 and the Form 8-K of the Company filed with the SEC on November 6, 2007, there were 6,550,054 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issued and outstanding, and commitments received to purchase an additional 5,125,000 Shares, as of November 6, 2007. As of November 7, 2007 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate (i) 500,000 Shares and (ii) 500,000 warrants, each exercisable to purchase one Share as of the Reporting Date (the “Warrants”). WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. In addition, as of the Reporting Date, SRB Greenway Capital, L.P. (“SRBGC”), SRB Greenway Capital (Q.P.), L.P. (“SRBQP”), and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore” and collectively with SRBGC and SRBQP, the "Greenway Funds") owned in the aggregate (i) 200,000 Shares, and (ii) 200,000 Warrants. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC and SRBQP and the general partner and investment manager of SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the securities held by the Greenway Funds. The Warrants contain an issuance limitation prohibiting the warrantholder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrantholder and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the warrantholders for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) of more than 9.999% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the "9.999% Issuance Limitation"). The 9.999% Issuance Limitation may be not waived. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 870,938 Shares, or approximately 7.2% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 500,000 Shares and (b) 370,938 Warrants; and (ii) Mr. Becker is deemed to beneficially own 348,375 Shares, or approximately 2.9% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 200,000 Shares and (b) 148,375 Warrants. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 

 
   
CUSIP No. 91818N100
 
     
1
NAME OF REPORTING PERSON: Reid S. Walker
I.R.S. Identification Nos. of above persons (entities only):
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
   
(b)    x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING

PERSON
 
 
 
 
   5
 
   6
 
   7
 
   8
 
SOLE VOTING POWER:
0
SHARED VOTING POWER:
870,938*
SOLE DISPOSITIVE POWER:
0
SHARED DISPOSITIVE POWER:
870,938*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,938*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%*
 
12
TYPE OF REPORTING PERSON
IN
 
 
* Based on information set forth on the Form 10-QSB of uWink, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2007 and the Form 8-K of the Company filed with the SEC on November 6, 2007, there were 6,550,054 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issued and outstanding, and commitments received to purchase an additional 5,125,000 Shares, as of November 6, 2007. As of November 7, 2007 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate (i) 500,000 Shares and (ii) 500,000 warrants, each exercisable to purchase one Share as of the Reporting Date (the “Warrants”). WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. In addition, as of the Reporting Date, SRB Greenway Capital, L.P. (“SRBGC”), SRB Greenway Capital (Q.P.), L.P. (“SRBQP”), and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore” and collectively with SRBGC and SRBQP, the "Greenway Funds") owned in the aggregate (i) 200,000 Shares, and (ii) 200,000 Warrants. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC and SRBQP and the general partner and investment manager of SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the securities held by the Greenway Funds. The Warrants contain an issuance limitation prohibiting the warrantholder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrantholder and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the warrantholders for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) of more than 9.999% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the "9.999% Issuance Limitation"). The 9.999% Issuance Limitation may be not waived. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 870,938 Shares, or approximately 7.2% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 500,000 Shares and (b) 370,938 Warrants; and (ii) Mr. Becker is deemed to beneficially own 348,375 Shares, or approximately 2.9% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 200,000 Shares and (b) 148,375 Warrants. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 

 
   
CUSIP No. 91818N100
 
     
1
NAME OF REPORTING PERSON: G. Stacy Smith
I.R.S. Identification Nos. of above persons (entities only):
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
   
(b)    x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING

PERSON
 
 
 
 
   5
 
   6
 
   7
 
   8
 
SOLE VOTING POWER:
0
SHARED VOTING POWER:
870,938*
SOLE DISPOSITIVE POWER:
0
SHARED DISPOSITIVE POWER:
870,938*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,938*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%*
 
12
TYPE OF REPORTING PERSON
IN
 
 
* Based on information set forth on the Form 10-QSB of uWink, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2007 and the Form 8-K of the Company filed with the SEC on November 6, 2007, there were 6,550,054 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issued and outstanding, and commitments received to purchase an additional 5,125,000 Shares, as of November 6, 2007. As of November 7, 2007 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate (i) 500,000 Shares and (ii) 500,000 warrants, each exercisable to purchase one Share as of the Reporting Date (the “Warrants”). WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. In addition, as of the Reporting Date, SRB Greenway Capital, L.P. (“SRBGC”), SRB Greenway Capital (Q.P.), L.P. (“SRBQP”), and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore” and collectively with SRBGC and SRBQP, the "Greenway Funds") owned in the aggregate (i) 200,000 Shares, and (ii) 200,000 Warrants. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC and SRBQP and the general partner and investment manager of SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the securities held by the Greenway Funds. The Warrants contain an issuance limitation prohibiting the warrantholder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrantholder and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the warrantholders for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) of more than 9.999% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the "9.999% Issuance Limitation"). The 9.999% Issuance Limitation may be not waived. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 870,938 Shares, or approximately 7.2% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 500,000 Shares and (b) 370,938 Warrants; and (ii) Mr. Becker is deemed to beneficially own 348,375 Shares, or approximately 2.9% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 200,000 Shares and (b) 148,375 Warrants. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 

 
   
CUSIP No. 91818N100
 
     
1
NAME OF REPORTING PERSON: Patrick P. Walker
I.R.S. Identification Nos. of above persons (entities only):
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
   
(b)    x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING

PERSON
 
 
 
 
   5
 
   6
 
   7
 
   8
 
SOLE VOTING POWER:
0
SHARED VOTING POWER:
870,938*
SOLE DISPOSITIVE POWER:
0
SHARED DISPOSITIVE POWER:
870,938*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,938*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%*
 
12
TYPE OF REPORTING PERSON
IN
 

* Based on information set forth on the Form 10-QSB of uWink, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2007 and the Form 8-K of the Company filed with the SEC on November 6, 2007, there were 6,550,054 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issued and outstanding, and commitments received to purchase an additional 5,125,000 Shares, as of November 6, 2007. As of November 7, 2007 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate (i) 500,000 Shares and (ii) 500,000 warrants, each exercisable to purchase one Share as of the Reporting Date (the “Warrants”). WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. In addition, as of the Reporting Date, SRB Greenway Capital, L.P. (“SRBGC”), SRB Greenway Capital (Q.P.), L.P. (“SRBQP”), and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore” and collectively with SRBGC and SRBQP, the "Greenway Funds") owned in the aggregate (i) 200,000 Shares, and (ii) 200,000 Warrants. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC and SRBQP and the general partner and investment manager of SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the securities held by the Greenway Funds. The Warrants contain an issuance limitation prohibiting the warrantholder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrantholder and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the warrantholders for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) of more than 9.999% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the "9.999% Issuance Limitation"). The 9.999% Issuance Limitation may be not waived. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 870,938 Shares, or approximately 7.2% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 500,000 Shares and (b) 370,938 Warrants; and (ii) Mr. Becker is deemed to beneficially own 348,375 Shares, or approximately 2.9% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 200,000 Shares and (b) 148,375 Warrants. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 

 
Item 1(a).
Name of Issuer: uWink, Inc.
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
16106 Hart Street
 
Van Nuys, CA 91406
   
Item 2(a).
Name of Person Filing:
 
Steven R. Becker
 
WSV Management, L.L.C.
 
WS Ventures Management, L.P.
 
Reid S. Walker
 
G. Stacy Smith
 
Patrick P. Walker
   
Item 2(b).
Address of Principal Business Office or if none, Residence:
 
300 Crescent Court, Suite 1111
 
Dallas, Texas 75201
   
Item 2(c).
Citizenship:
 
Steven R. Becker:
United States
 
WSV Management, L.L.C.:
Texas
 
WS Ventures Management, L.P.:
Texas
 
Reid S. Walker:
United States
 
G. Stacy Smith:
United States
 
Patrick P. Walker:
United States
   
Item 2(d).
Title of Class of Securities: Common Stock, par value $0.001 per share
   
Item 2(e).
CUSIP Number: 91818N100
   
Item 3.
Not Applicable
   
Item 4.
Ownership:
   
  (a)
Amount Beneficially Owned:
 
Steven R. Becker:
348,375*
 
WSV Management, L.L.C.:
870,938*
 

*
Based on information set forth on the Form 10-QSB of uWink, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2007 and the Form 8-K of the Company filed with the SEC on November 6, 2007, there were 6,550,054 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issued and outstanding, and commitments received to purchase an additional 5,125,000 Shares, as of November 6, 2007. As of November 7, 2007 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate (i) 500,000 Shares and (ii) 500,000 warrants, each exercisable to purchase one Share as of the Reporting Date (the “Warrants”). WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. In addition, as of the Reporting Date, SRB Greenway Capital, L.P. (“SRBGC”), SRB Greenway Capital (Q.P.), L.P. (“SRBQP”), and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore” and collectively with SRBGC and SRBQP, the "Greenway Funds") owned in the aggregate (i) 200,000 Shares, and (ii) 200,000 Warrants. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC and SRBQP and the general partner and investment manager of SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the securities held by the Greenway Funds. The Warrants contain an issuance limitation prohibiting the warrantholder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrantholder and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the warrantholders for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) of more than 9.999% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the "9.999% Issuance Limitation"). The 9.999% Issuance Limitation may be not waived. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 870,938 Shares, or approximately 7.2% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 500,000 Shares and (b) 370,938 Warrants; and (ii) Mr. Becker is deemed to beneficially own 348,375 Shares, or approximately 2.9% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 200,000 Shares and (b) 148,375 Warrants. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 

 
 
WS Ventures Management, L.P.:
870,938*
 
 
Reid S. Walker:
870,938*
 
 
G. Stacy Smith:
870,938*
 
 
Patrick P. Walker:
870,938*
 
       
  (b)
Percent of Class:
   
 
Steven R. Becker:
2.9%*
 
 
WSV Management, L.L.C.:
7.2%*
 
 
WS Ventures Management, L.P.:
7.2%*
 
 
Reid S. Walker:
7.2%*
 
 
G. Stacy Smith:
7.2%*
 
 
Patrick P. Walker:
7.2%*
 
   
  (c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:
 
   
Steven R. Becker:
348,375*
       
 
(ii)
shared power to vote or to direct the vote:
 
   
WSV Management, L.L.C.:
870,938*
   
WS Ventures Management, L.P.:
870,938*
   
Reid S. Walker:
870,938*
   
G. Stacy Smith:
870,938*
   
Patrick P. Walker:
870,938*
 
(iii)
sole power to dispose or to direct the disposition of:
 
   
Steven R. Becker:
348,375*
       
 
(iv)
shared power to dispose or to direct the disposition of:
 
   
WSV Management, L.L.C.:
870,938*
   
WS Ventures Management, L.P.:
870,938*
   
Reid S. Walker:
870,938*
   
G. Stacy Smith:
870,938*
   
Patrick P. Walker:
870,938*
 

*
Based on information set forth on the Form 10-QSB of uWink, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2007 and the Form 8-K of the Company filed with the SEC on November 6, 2007, there were 6,550,054 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issued and outstanding, and commitments received to purchase an additional 5,125,000 Shares, as of November 6, 2007. As of November 7, 2007 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate (i) 500,000 Shares and (ii) 500,000 warrants, each exercisable to purchase one Share as of the Reporting Date (the “Warrants”). WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. In addition, as of the Reporting Date, SRB Greenway Capital, L.P. (“SRBGC”), SRB Greenway Capital (Q.P.), L.P. (“SRBQP”), and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore” and collectively with SRBGC and SRBQP, the "Greenway Funds") owned in the aggregate (i) 200,000 Shares, and (ii) 200,000 Warrants. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC and SRBQP and the general partner and investment manager of SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the securities held by the Greenway Funds. The Warrants contain an issuance limitation prohibiting the warrantholder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrantholder and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the warrantholders for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) of more than 9.999% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the "9.999% Issuance Limitation"). The 9.999% Issuance Limitation may be not waived. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 870,938 Shares, or approximately 7.2% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 500,000 Shares and (b) 370,938 Warrants; and (ii) Mr. Becker is deemed to beneficially own 348,375 Shares, or approximately 2.9% of the Shares deemed issued and outstanding as of the Reporting Date, consisting of (a) 200,000 Shares and (b) 148,375 Warrants. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 

 
Item 5.
Ownership of Five Percent or Less of a Class: Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person: Not applicable.
   
Item 7.
Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable.
   
Item 8.
Identification and Classification of Members of the Group: Not applicable.
   
Item 9.
Notice of Dissolution of Group: Not applicable.
   
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
November 15, 2007
 
/s/ Steven R. Becker
 
STEVEN R. BECKER
 
WSV MANAGEMENT, L.L.C.
 
By:
/s/ Reid S. Walker 
   
 
Reid S. Walker, Member
   
WS VENTURES MANAGEMENT, L.P.
 
By:
WSV Management, L.L.C., its general partner
   
By:
/s/ Reid S. Walker 
   
 
Reid S. Walker, Member
   
/s/ Reid S. Walker
 
REID S. WALKER
   
/s/ G. Stacy Smith
 
G. STACY SMITH
   
/s/ Patrick P. Walker
 
PATRICK P. WALKER

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)



EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of uWink, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of November 15, 2007.

/s/ Steven R. Becker
 
STEVEN R. BECKER
 
WSV MANAGEMENT, L.L.C.
 
By:
/s/ Reid S. Walker 
   
 
Reid S. Walker, Member
 
WS VENTURES MANAGEMENT, L.P.
   
By:
WSV Management, L.L.C., its general partner
   
By:
/s/ Reid S. Walker 
   
 
Reid S. Walker, Member
   
/s/ Reid S. Walker
 
REID S. WALKER
 
/s/ G. Stacy Smith
 
G. STACY SMITH
 
/s/ Patrick P. Walker
 
PATRICK P. WALKER
 

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