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
PETROSEARCH ENERGY CORP [ PTSG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2007 | ||||||||||||||||||||||||||
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 | 10/01/2007 | J | 177,083(2) | A | $212,499.6 | 15,668,476(3) | I | See Footnote(1) | ||
Common Stock | 01/03/2008 | J | 219,072(2) | A | $212,499.6 | 15,887,548(3) | I | See Footnote(1) |
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 |
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. RCH Petro Investors, LP (?RCH Petro?) directly beneficially owns all of the securities acquired in the transactions identified herein. RCH Petro Investors, GP, LP (?RCH Petro GP?) may be deemed to indirectly beneficially own such securities because RCH Petro GP is the general partner of RCH Petro. RR Advisors, LLC may be deemed to indirectly beneficial own such securities because RR Advisors is the general partner of RCH Petro GP. Robert J. Raymond, an individual, may be deemed to indirectly beneficially own such securities because Raymond is the sole member of RR Advisors. RCH Petro GP, RR Advisors and Raymond disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and nothing in this report shall be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purpose. |
2. The securities identifed herein were acquired as the result of accrued interest payments made pursuant to the 8% Senior Secured Convertible Note purchased by RCH Petro under the Note and Warrant Purchase Agreement entered into by Petrosearch Energy Corporation (the ?Issuer?) and RCH Petro dated as of February 1, 2007. The Issuer may pay interest accrued under the Note in quarterly installments in the Issuer?s common stock, and the securities identified in herein are the result of two such payments of 177,083 shares and 219,072 shares made by the Issuer on October 1, 2007 and January 3, 2007, respectively. |
3. Raymond directly beneficially owns 250,000 shares of common stock of the Issuer, which he purchased in his individual capacity prior to the transactions identified herein. Although these 250,000 shares of common stock are included in the figures listed in Item 5 hereof, none of RCH Petro, RCH Petro GP or RR Advisors, who, with Raymond, jointly file this Form 4, directly or indirectly beneficially own such securities, and the inclusion of these shares in this report shall not be deemed an admission by said entities of beneficial ownership of such shares for purposes of Section 16 or for any other purpose. |
Remarks: |
RCH PETRO INVESTORS, LP By: RCH Petro Investors GP, LP By: RR Advisors, LLC By: /s/ Robert J. Raymond Robert J. Raymond Sole Member | 02/01/2008 | |
RCH PETRO INVESTORS GP, LP By: RR Advisors, LLC By: /s/ Robert J. Raymond Robert J. Raymond sole Member | 02/01/2008 | |
RR ADVISORS, LLC By: /s/ Robert J. Raymond Robert J. Raymond Sole Member | 02/01/2008 | |
/s/ Robert J. Raymond Robert J. Raymond, individually | 02/01/2008 | |
** 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). | ||
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. |