SEC FORM 4

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^*

Ciavarella Michael

(Last)

(First)

(Middle)

42 MONTEBELLO AVENUE

(Street)

WOODBRIDGE

L4H1P4

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENDER INTERNATIONAL INC [ PNDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2004		P		13,000	A	$4.6962	17,500	I	By Firestar Capital Management Corp.
Common Stock	10/29/2004		P		7,000	A	$5.2057	24,500	D
Common Stock	11/01/2004		S		5,000	D	$5.8	19,500	I	By Firestar Capital Management Corp.
Common Stock	11/02/2004		S		5,000	D	$5.9	14,500	D
Common Stock	11/02/2004		S		12,500	D	$5.88	2,000	I	By Firestar Capital Management Corp.
Common Stock	11/04/2004		P		30,000	A	$6.6133	32,000	I	By Firestar Capital Management Corp.
Common Stock	11/08/2004		P		38,000	A	$7.8201	70,000	I	By Firestar Capital Management Corp.
Common Stock	11/09/2004		P		29,500	A	$8.6915	99,500	I	By Firestar Capital Management Corp.
Common Stock	11/10/2004		P		41,500	A	$8.9982	141,000	I	By Firestar Capital Management Corp.
Common Stock	11/11/2004		P		63,800	A	$9.826	204,800	I	By Firestar Capital Management Corp.
Common Stock	11/12/2004		P		47,500	A	$9.7048	252,300	I	By Firestar Capital Management Corp.
Common Stock	11/15/2004		P		23,800	A	$10.0687	276,100	I	By Firestar Capital Management Corp.
Common Stock	11/15/2004		P		3,750	A	$10.25	279,850	I	By Firestar Investment Management Group
Common Stock	11/16/2004		P		50,000	A	$10.5475	329,850	I	By Firestar Capital Management Corp.
Common Stock	11/16/2004		P		25,000	A	$10.3798	354,850	I	By Firestar Investment Management Group
Common Stock	11/17/2004		P		17,100	A	$10.8896	371,950	I	By Firestar Capital Management Corp.
Common Stock	11/17/2004		P		20,600	A	$10.9059	392,550	I	By Firestar Investment Management Group
Common Stock	11/18/2004		P		10,800	A	$11.0843	403,350	I	By Firestar Capital Management Corp.
Common Stock	11/18/2004		P		14,500	A	$11.178	417,850	I	By Firestar Investment Management Group
Common Stock	11/19/2004		P		22,500	A	$11.0333	440,350	I	By Firestar Capital Management Corp.

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

	Michael Ciavarella	12/08/2004
	** 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.