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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Castle Brands Inc [ ROX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/10/2006 | ||||||||||||||||||||||||||
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 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 | 04/10/2006 | C | 53,300 | A | (1) | 119,267(2) | I(3) | By CNF Investments LLC | ||
Common Stock | 04/10/2006 | C | 200,000 | A | (4) | 319,267(2) | I(3) | By CNF Investments LLC | ||
Common Stock | 04/10/2006 | C | 254,427 | A | (5) | 573,694(2) | I(3) | By CNF Investments LLC | ||
Common Stock | 04/10/2006 | C | 44,593 | A | (6) | 618,287(2) | I(3) | By CNF Investments LLC | ||
Common Stock | 04/10/2006 | P | 20,000 | A | $9 | 638,287(2) | I(3) | By CNF Investments LLC |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (1) | 04/10/2006 | C | 53,300 | (1) | (1) | Common Stock | 53,300 | $0 | 0 | I(3) | By CNF Investments LLC | |||
Series B Convertible Preferred Stock | (4) | 04/10/2006 | C | 200,000 | (4) | (4) | Common Stock | 200,000 | $0 | 0 | I(3) | By CNF Investments LLC | |||
Series C Convertible Preferred Stock | (5) | 04/10/2006 | C | 254,427 | (5) | (5) | Common Stock | 254,427 | $0 | 0 | I(3) | By CNF Investments LLC | |||
5% Euro denominated convertible subordinated notes | (6) | 04/10/2006 | C | $281,661(7) | 12/01/2003 | 12/01/2006 | Common Stock | 44,593 | $0 | 0 | I(3) | By CNF Investments LLC |
Explanation of Responses: |
1. The Series A Convertible Preferred Stock converted into Castle Brands Inc. common stock on a one-for-one basis and had no expiration date. |
2. Includes 8,792 shares of common stock received as a stock dividend paid on Castle Brands Inc. Series A Convertible Preferred Stock. Also includes 32,987 shares of common stock received as a stock dividend paid on Castle Brands Inc. Series B Convertible Preferred Stock. Also includes 5,438 shares of common stock received as a stock dividend paid on Castle Brands Inc. Series C Convertible Preferred Stock. |
3. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
4. The Series B Convertible Preferred Stock converted into Castle Brands Inc. common stock on a one-for-one basis and had no expiration date. |
5. The Series C Convertible Preferred Stock converted into Castle Brands Inc. common stock on a one-for-one basis and had no expiration date. |
6. The conversion price is ?5.22. |
7. This amount is a translation of the actual ?232,775 of the 5% Euro denominated convertible note disposed of by the reporting person. This translation has been made using the exchange rate as of April 10, 2006 as calculated from the Interbank exchange rates as reported by Oanda.com. |
Remarks: |
John E. Schmeltzer III, as attorney-in-fact | 04/10/2006 | |
** 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. |