SEC FORM 4/A

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^*

Pandora Select Partners, L.P.

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPSOURCE FINANCIAL INC [ CPSO ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Remarks below

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/18/2008

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⁽¹⁾	11/12/2008		S		2,875,000	D	⁽²⁾	0	D⁽³⁾⁽⁴⁾

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)
Common Stock Warrant⁽¹⁾	$0.9	11/12/2008		S			2,500,000	05/01/2006	05/01/2011	Common Stock	2,500,000	⁽²⁾	0	D⁽³⁾⁽⁴⁾
Warrants to purchase Common Stock⁽¹⁾	$0.9	11/12/2008		S			375,000	10/30/2006	10/30/2011	Common Stock	375,000	⁽²⁾	0	D⁽³⁾⁽⁴⁾

Explanation of Responses:

1. The Common Stock and Warrants were sold together in a private transaction.

2. The Common Stock and Warrants were sold for an aggregate sales price of $187,500.

3. The general partner of the reporting person is Pandora Select Advisors, LLC ("PSA"), which manages accounts for the benefit of the reporting person, Pandora Select Fund, LP ("PSFLP") and Pandora Select Fund, Ltd. ("PSFLTD"). The managing member and controlling owner of PSA is Whitebox Advisors, LLC ("Whitebox Advisors").

4. Based on the relationships described herein, these entities may be deemed to constitute a group (also see "Remarks" section herein) for purposes of Rule 13d-5(b)(1) under the Securities and Exchange Act of 1934. The filing of this statement shall not be construed as an admission that the reporting person, Whitebox Advisors, PSA, PSFLP and PSFLTD are a group or have agreed to act as a group or that any such entity other than the reporting person has a reportable interest in the Issuer's Common Stock for Section 16 purposes. Each of the identified entities disclaims beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest in such shares.

Remarks:

The reporting person is a member of a "group" for Section 16 reporting purposes with one other shareholder of the Issuer, Whitebox Intermarket Partners, L.P. This amendment is filed to indicate that the reporting person is no longer subject to Section 16 with respect to securities of the Issuer, and to clarify the transaction date and prices at which the reported securities were sold and statements made in footnotes.

	/s/ Jonathan D. Wood, Chief Operating Officer, General Partner, Pandora Select Advisors, LLC for PANDORA SELECT PARTNERS, L.P.	11/19/2008
	** 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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