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*
NORTH SOUND CAPITAL LLC

(Last) (First) (Middle)
53 FOREST AVENUE
SUITE 202

(Street)
OLD GREENWICH CT 06870

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAFLINK CORP [ SFLK ]
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)
08/06/2004
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)
Code V Amount (A) or (D) Price
Common Stock, $.01 par value per share 08/06/2004 X 665,309 A $2.5(1) 7,774,254 D(2)
Common Stock, $.01 par value per share 08/06/2004 X 1,666,668 A $2.5(3) 9,440,922 D(2)
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
Equity Swap on Common Stock (4) 11/24/2003 J/K(4) 1(4) (5) (5) Common Stock 603,750 (4) 1(6) I By the Funds(2)(6)
Equity Swap on Warrant and Common Stock Underlying Warrant(7) (4) 11/24/2003 J/K(4) 1(4) (5) (5) Warrant and Common Stock Underlying Warrant(7) 362,250 (4) 1(6) I By the Funds(2)(6)
Warrant to purchase Common Stock $2.5(1) 08/06/2004 X 665,309 (8) 01/08/2007 Common Stock 665,309 $0 0 D(2)
Warrant to purchase Common Stock $2.5(3) 08/06/2004 X 1,666,668 (8) 06/28/2007 Common Stock 1,666,668 $0 0 D(2)
Explanation of Responses:
1. Issued upon the exercise of a warrant issued on January 8, 2002.
2. The ultimate managing member of North Sound Capital LLC is Thomas McAuley. The Reporting Person and the managing member may be deemed the beneficial owner of the shares held by North Sound Legacy Fund LLC, North Sound Legacy Institutional Fund LLC and North Sound Legacy International Ltd. (the "Funds"), who are the holders of such shares. The Reporting Person and the managing member have voting and investment control with respect to the shares of Common Stock held by the Funds. The Reporting Person has no pecuniary interest in any of the non-derivative or derivative securities reported on this Form 4.
3. Issued upon the exercise of a warrant issued on June 28, 2002.
4. On November 24, 2003, North Sound Legacy International Ltd., North Sound Legacy Institutional Fund LLC and North Sound Legacy Fund LLC entered into an equity basket swap agreement with a bank under which the bank purchased a total of 603,750 shares of Common Stock at $3.36 per share and purchased a warrant at $1.897 per share (the "Warrant") exercisable into 362,250 shares of Common Stock at an exercise price of $3.60 per share (collectively, the "Equity Swaps"). The exercise price of the Warra nt was reduced to $2.50 per share under a special warrant offer of the Issuer, and exercised into Common Stock on August 6, 2004.
5. December 1, 2004 or such later date as may be mutually agreed upon by the parties.
6. The Funds, but not the Reporting Person, have pecuniary interests in the Equity Swaps. Neither the Reporting Person or the Funds have beneficial ownership in the securities underlying the Equity Swaps.
7. The Warrant was exercised in full by the bank on August 6, 2004 at an exercise price of $2.50 per share.
8. Immediately.
/s/ Andrew Wilder, Chief Financial Officer 08/16/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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