| 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
AMERICAN DEFENSE SYSTEMS INC [ EAG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/22/2010 | ||||||||||||||||||||||||||
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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 | 03/22/2011 | 03/22/2011 | J(2)(3) | 8,047,394 | D(2)(3) | $0.00(2)(3) | 12,994,823(4) | D | ||
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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 Preferred Stock | $2 | 03/22/2011 | J(1) | 14,025 | 06/08/2008 | 04/11/2011 | Common Stock | 7,012,500 | $2 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported securities were redeemed with by the issuer pursuant to a Securities Redemption Agreement (the "Redemption Agreement") with Reporting Person and Centaur Value Fund, LP (the "Stockholders") pursuant to which Issuer sold to the Stockholders all of the issued and outstanding membership interests (the "APSG Interests") in American Physical Security Group, LLC. In exchange for its share of the APSG Interests, Reporting Person (i) paid to the issuer $935,000 in cash and (ii) tendered to issuer all of its shares of Series A Preferred Stock, which had an aggregate redemption price of $15,427,500. |
| 2. Refers to 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer. The Reporting Person did not have the power to dispose or direct the disposition of those shares. As of May 22, 2009, West Coast Opportunity Fund, LLC, along with other Series A Holders of the Issuer entered into a Settlement Agreement, Waiver and Amendment ("Settlement Agreement") with American Defense Systems, Inc., ("ADSI"), pursuant to which ADSI agreed that if certain shares of its preferred stock were not redeemed on or before December 31, 2009, then ADSI would seek approval of its stockholders for certain amendments to its certificate of incorporation to reduce the conversion price of its |
| 3. preferred stock to $0.50 per share and to confer upon the holders of its preferred stock, voting as a separate class, the right to elect 2 members of ADSI's board of directors. In the Irrevocable Proxy and Voting Agreement ("Voting Agreement") with Anthony Piscitelli, Mr. Piscitelli agreed to vote his shares of ADSI voting securities in favor of those proposals. The Reporting Persons shared power with Mr. Piscitelli to vote or direct the vote of 8,047,394 shares held by Mr. Piscitelli, the CEO of Issuer. The Voting Agreement expired by its terms upon the closing of the redemption of all of the issued and outstanding shares of Series A Preferred Stock pursuant to the Redemption Agreeement referred to in footnote 1. |
| 4. West Coast Opportunity Fund, LLC (the "Fund") was issued the following dividends of common stock since the date of the last Form 4 filing: (i) 967,725 shares on April 12, 2010, (ii) 1,360,425 shares on July 14, 2010, (iii) 2,356,200 shares on November 12, 2010, and (iv) 2,216,500 shares on March 17, 2011. These dividends are exempt from Section 16 as they were pro rata distributions of shares to all holders of Series A shares and there was more than one holder. There is no duty to report these dividends. |
| Remarks: |
| West Coast Asset Management, Inc. (the "Investment Manager") is the investment manager to separately managed accounts, some of which are affiliated with the Reporting Persons (the "Accounts"). The Accounts directly own all of the shares reported herein. Atticus Lowe, Lance Helfert and Paul Orfalea serve on the investment committee of the Investment Manager. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
| West Coast Opportunity Fund, LLC, By: West Coast Asset Management, Inc. By: Diana Pereira Chief Financial Officer | 03/31/2010 | |
| West Coast Asset Management, Inc. By: Diana Pereira, Chief Financial Officer | 03/31/2010 | |
| Atticus Lowe By: Diana Pereira By Power of Attorney | 03/31/2010 | |
| Lance Helfert By: Diana Pereira By Power of Attorney | 03/31/2010 | |
| Paul Orfalea By: Diana Pereira By Power of Attorney | 03/31/2010 | |
| ** 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. | ||