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*
ComVest Capital, LLC

(Last) (First) (Middle)
ONE NORTH CLEMATIS STREET
SUITE 300

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Clearpoint Business Resources, Inc [ CPBR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 02/16/2010 P 18,670,825 A $0.001 18,670,825 D(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $0.001 02/16/2010 C 18,670,825 06/20/2008 06/30/2014 Common Stock 18,670,825 $0 0 D(1)(2)
1. Name and Address of Reporting Person*
ComVest Capital, LLC

(Last) (First) (Middle)
ONE NORTH CLEMATIS STREET
SUITE 300

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
COMVEST CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
ONE NORTH CLEMATIS STREET
SUITE 300

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FALK MICHAEL

(Last) (First) (Middle)
ONE NORTH CLEMATIS STREET,
SUITE 300

(Street)
WEST PALM BEACH, FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PRIDDY ROBERT L

(Last) (First) (Middle)
ONE NORTH CLEMATIS STREET,
SUITE 300

(Street)
WEST PALM BEACH, FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Reporting Person is a Delaware limited liability company. The managing member of the Reporting Person is ComVest Capital Management LLC ("Management"). Michael Falk and Robert Priddy are the Managing Members of Management. Management, Mr. Falk and Mr. Priddy, all of whom maintain offices at the same address as the Reporting Person, are filing this Form 4 jointly with the Reporting Person. As of the date hereof, the Reporting Person directly beneficially owns 18,670,825 shares of common stock of the issuer. Management, as managing member of the Reporting Person, indirectly beneficially owns the securities that the Reporting Person directly owns. Mr. Falk and Mr. Priddy by virtue of their status as Co-Managing Members of Management, may be deemed to have indirect beneficial ownership of the securities owned by the Reporting Person.
2. However, Mr. Falk and Mr. Priddy disclaim any beneficial ownership of such securities, and the filing of this Form 4 shall not be deemed an admission that Mr. Falk or Mr. Priddy are, for purposes of Section 16 of the Securities Exchange Act or otherwise, the beneficial owners of any securities covered by this Form 4.
ComVest Capital, LLC By: ComVest Capital Management LLC /s/ Cecilio M. Rodriguez 02/16/2010
ComVest Capital Management LLC /s/ Cecilio M. Rodriguez 02/16/2010
/s/ Michael S. Falk 02/16/2010
/s/ Robert Priddy 02/16/2010
** 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).
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