FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DIOMED HOLDINGS INC [ DIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 12/31/2002 | C | 50,000 | A | $0(1) | 50,000 | I | By Gibralt Capital Corp. | |||||||
Common Stock | 01/17/2003 | P | 956,500 | A | $2 | 956,500(2) | I | By Gibralt US, Inc. | |||||||
Common Stock | 01/31/2003 | C | 50,000 | A | $0(1) | 50,000 | I | By Gibralt Capital Corp. | |||||||
Common Stock | 02/28/2003 | C | 50,000 | A | $0(1) | 50,000 | I | By Gibralt Capital Corp. | |||||||
Common Stock | 03/31/2003 | C | 849,999 | A | $0(1) | 849,999 | I | By Gibralt Capital Corp. | |||||||
Common Stock | 11/25/2003 | C | 19,100,000 | A | $0.08(3) | 19,100,000 | I | By Gibralt Capital Inc.(4) | |||||||
Common Stock | 11/25/2003 | C | 20,337,930 | A | $0(5) | 20,337,930 | I | By Gibralt US, Inc.(4) | |||||||
Common Stock | 11/25/2003 | C | 2,769,756 | A | $0(5) | 2,769,756 | I | By Gibralt US, Inc.(4) | |||||||
Common Stock | 11/25/2003 | C | 11,436,778 | A | (6) | 11,436,778 | I | By Gibralt US, Inc.(4) | |||||||
Common Stock | 12/18/2003 | C | 2,834 | A | $0.1(7) | 2,834 | I | By Gibralt US, Inc.(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Options | $1.25 | 05/14/2001 | A | 50,000 | 03/31/2002 | 05/14/2011 | Common Stock | 50,000(7) | $0 | 50,000 | D | |||
Stock Options | $0.32 | 11/25/2003 | A | 200,000 | (8) | 11/25/2013 | Common Stock | 100,000 | $0 | 200,000 | D |
Explanation of Responses: |
1. Issued upon conversion of preferred stock purchased in 2000. |
2. Gibralt sold these shares on 1/16/04 in a private sale transaction at $.08 per share. |
3. Issued upon conversion at $.08 per share of $1,500,000 principal amount of secured bridge notes purchased 9/3/03. |
4. Gibralt US, Inc. transferred these shares on 12/30/03 to its parent company, Gibralt Capital Corp. |
5. Issued upon exchange of preferred stock. |
6. Issued upon conversion at $.10 per share of $1,100,000 principal amount of secured notes purchased May 7, 2003. |
7. Issued in payment of interest earned while funds for purchase of $1,500,000 secured bridge notes were held in escrow. -- Granted under 2001 Plan. |
8. Granted under 2003 Omnibus Incentive Plan. One-third vested on the date of grant, one-third vest on each of the first and second anniversaries of date of grant. |
/s/ SAMUEL BELZBERG | 02/16/2004 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |