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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
Deerfield Capital Corp. [ DFR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 12/21/2007 | J(1) | 329,692 | D | $0.00(1) | 0 | I | By Deerfield Capital Management LLC | ||
Common | 12/21/2007 | J(1) | 66,869 | A | $0.00(1) | 66,869 | I | By a trust(2) | ||
Common | 12/21/2007 | J(1) | 16,726 | A | $0.00(1) | 83,595 | I | By a trust(3)(4) | ||
Class A Cumulative Convertible Preferred | 12/21/2007 | A(5) | 3,131,201 | A | $0.00(5) | 3,131,201 | I | By a trust(2) | ||
Class A Cumulative Convertible Preferred | 12/21/2007 | A(5) | 783,224 | A | $0.00(5) | 39,144,425 | I | By a trust(3)(4) |
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 |
Explanation of Responses: |
1. On December 21, 2007, Deerfield Capital Management LLC ("DCM") distributed, on a pro-rata basis, to the beneficial owners (the "D&C Owners") of Deerfield & Company LLC ("D&C"), the 100% owner of DCM, all of the common stock of the Issuer owned by DCM on that date, pursuant to the Agreement and Plan of Merger dated as of December 17, 2007, by and among the Issuer, DFR Merger Company, LLC, D&C and Triarc Companies, Inc. as Sellers' Representative (the "Merger Agreement"). Mr. Sachs, a D&C Owner, did not pay consideration for these shares. |
2. Mr. Sachs holds these shares indirectly through the Gregory H. Sachs Revocable Trust. |
3. Mr. Sachs disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
4. Mr. Sachs holds these shares indirectly through the GHS 2006 SCM Trust. |
5. On December 21, 2007, pursuant to the Merger Agreement, the Issuer issued, on a pro-rata basis, to the D&C Owners a total of 14,999,992 Class A Cumulative Convertible Preferred Shares. As a D&C Owner and pursuant to the Merger Agreement, Mr. Sachs received these preferred shares as a portion of the consideration for selling his membership interests in D&C to the Issuer. |
Remarks: |
/s/ Gregory H. Sachs | 12/26/2007 | |
** 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. |