| 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
Orchard Enterprises, Inc. [ ORCD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/04/2008 | ||||||||||||||||||||||||||
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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 | ||||||
| Series A Preferred Stock | 06/04/2008 | F | 126(1) | D | $1 | 152 | D | |||
| Common Stock | 06/04/2008 | F | 9,115(2) | D | $5.21 | 23,820 | D | |||
| Common Stock | 06/04/2008 | F | 2,376(3) | D | $5.21 | 26,999 | D | |||
| Common Stock | 06/04/2008 | F | 2,048(4) | D | $5.21 | 30,506 | D | |||
| Common Stock | 12/08/2008 | F | 4,872(5) | D | $2.22 | 36,744 | D | |||
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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 | ||||||||
| Explanation of Responses: |
| 1. On June 1, 2008, 278 shares of Series A Preferred Stock were transferred to the reporting person in accordance with the Deferred Stock Award Agreement dated October 2, 2007. On June 4, 2008, the reporting person requested, and the Board of Directors authorized in accordance with the Deferred Stock Award Agreement, the Company to withhold shares equal to the amount of the reporting person's minimum tax obligation resulting from the transfer of the shares. |
| 2. On June 1, 2008, 22,935 shares of Common Stock were transferred to the reporting person in accordance with the Deferred Stock Award Agreement dated October 2, 2007. On June 4, 2008, the reporting person requested, and the Board of Directors authorized in accordance with the Deferred Stock Award Agreement, the Company to withhold shares equal to the amount of the reporting person's minimum tax obligation resulting from the transfer of the shares. |
| 3. On February 13, 2008, 5,555 shares of Common Stock vested in accordance with the Restricted Stock Award Agreement dated November 13, 2007. On June 4, 2008, the reporting person requested, and the Compensation Committee approved in accordance with the the Company's 2008 Stock Plan, the withholding of shares by the Company equal to the amount of the reporting person's minimum tax obligation. |
| 4. On May 13, 2008, 5,555 shares of Common Stock vested in accordance with the Restricted Stock Award Agreement dated November 13, 2007. On June 4, 2008, the reporting person requested, and the Compensation Committee approved in accordance with the the Company's 2008 Stock Plan, the withholding of shares by the Company equal to the amount of the reporting person's minimum tax obligation. |
| 5. On August 13, 2008, 5,555 shares of Common Stock vested in accordance with the Restricted Stock Award Agreement dated November 13, 2007. On December 8, 2008, the reporting person elected to have the Company withhold shares equal to the amount of the reporting person's minimum tax obligation as authorized by the Compensation Committee in accordance with the Company's 2008 Stock Plan. On November 13, 2008, 5,555 shares of Common Stock vested in accordance with the Restricted Stock Award Agreement dated November 13, 2007. The reporting person elected to pay his tax obligation related to such vesting. |
| Remarks: |
| /s/ Stanley H. Schneider for Greg Scholl | 12/23/2008 | |
| ** 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. | ||