FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/22/2010 |
3. Issuer Name and Ticker or Trading Symbol
FORWARD INDUSTRIES INC [ FORD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $.01 per share | 925,727 | I | See Footnotes 1 and 2.(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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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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. See Remarks. |
2. Subsequent to the acquisition on March 22, 2010, as a result of which the Reporting Persons acquired more than 10% of the Common Shares, the Reporting Persons made two additional acquisitions of Common Stock. Specifically, on March 23, 2010, the Reporting Owners acquired 19,069 shares of Common Stock and on March 24, 2010, the Reporting Owners acquired 29,181 shares of Common Stock, both of which acquisitions are included in the figure provided in column 2 of Table I. These purchases are reflected in a Form 4 filed contemporaneously herewith. LaGrange Capital Management, L.L.C., LaGrange Capital Administration, L.L.C. (collectively ?Management Entities?) and Frank LaGrange Johnson each disclaim ownership in such acquisitions by LaGrange Capital Partners, L.P., LaGrange Capital Partners Offshore Fund, Ltd. and LaGrange Special Situations Yield Master Fund, L.P. (collectively ?Funds?), except to the extent of any pecuniary interest therein. See also Remarks. |
Remarks: |
LaGrange Capital Partners, L.P. directly beneficially owns 706,204 shares of Common Stock. LaGrange Capital Management, L.L.C. is the general partner of LaGrange Capital Partners, L.P. LaGrange Capital Partners Offshore Fund, Ltd. directly beneficially owns 148,166 shares of Common Stock. LaGrange Special Situations Yield Master Fund, Ltd. Directly beneficially owns 71,357 shares of Common Stock. LaGrange Capital Administration, L.L.C. is the investment manager of LaGrange Capital Partners Offshore Fund, Ltd. and LaGrange Special Situations Yield Master Fund, Ltd. Frank LaGrange Johnson is the sole member of LaGrange Capital Management, L.L.C. and the managing member of LaGrange Capital Administration, L.L.C. Frank LaGrange Johnson, by virtue of his relationship to the Management Entities and the Funds may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the shares of Common Stock subject to this filing. The Management Entities, by virtue of their respective relationships to the Funds, may also be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the shares of Common Stock subject to this filing. The percentage of beneficial ownership of 11.6% (or 925,727 shares of Common Stock) is based on 7,965,023 shares of Common Stock that were outstanding as of February 8, 2010 (as set forth on the Issuer's Form 10-Q, filed on February 8, 2010 with the Securities and Exchange Commission). Frank LaGrange Johnson and the Management Entities each disclaim beneficial ownership of all securities reported on this Form 3, except to the extent of any pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose. |
LaGrange Capital Partners, L.P. By: LaGrange Capital Management, L.L.C., its General Partner By: /s/ Frank LaGrange Johnson, Sole Member | 03/24/2010 | |
LaGrange Capital Management, L.L.C. By: /s/ Frank LaGrange Johnson, Sole Member | 03/24/2010 | |
LaGrange Capital Partners Offshore Fund, Ltd. By: LaGrange Capital Administration, L.L.C., its Investment Manager By: /s/ Frank LaGrange Johnson, its Managing Member | 03/24/2010 | |
LaGrange Special Situations Yield Master Fund, Ltd. By: LaGrange Capital Administration, L.L.C., its Investment Manager By: /s/ Frank LaGrange Johnson, its Managing Member | 03/24/2010 | |
LaGrange Capital Administration, L.L.C. By: /s/ Frank LaGrange Johnson, its Managing Member | 03/24/2010 | |
By: /s/ Frank LaGrange Johnson | 03/24/2010 | |
** 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 5 (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. |