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*
Victory Park Capital Advisors, LLC

(Last) (First) (Middle)
227 W. MONROE STREET
SUITE 3900

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Global Employment Holdings, Inc. [ GEYH ]
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)
09/30/2009
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 09/30/2009 X 99,000 A $0 1,874,527 I(1) See footnote(1)
Common Stock 09/30/2009 X 9,556,905 A $0.001 11,431,432 I See footnote(1)
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
Warrant $0 09/30/2009 X 1 07/31/2009(2) 03/31/2013 Common Stock 99,000 $0 0 I See footnote(1)
Warrant $0.001 09/30/2009 X 1 08/14/2009 08/13/2014 Common Stock 9,556,905 $0 1(3) I See footnote(1)
Senior Secured Convertible Notes $4.4 09/30/2009 D(4) 19,947 03/13/2009(5) 03/31/2011 Common Stock 4,533,348 $0.00(4) 0 I See footnote(1)
Series B Convertible Preferred Stock $0.001 09/30/2009 A(4) 177,716 09/30/2009 (6) Common Stock 177,716,090 $0.00(4) 177,716 I See footnote(1)
Series A Convertible Preferred Stock $4.07 10/02/2009 P 900 10/02/2009(5) 03/31/2013 Common Stock 283,064 $150 10,917 I See footnote(1)
1. Name and Address of Reporting Person*
Victory Park Capital Advisors, LLC

(Last) (First) (Middle)
227 W. MONROE STREET
SUITE 3900

(Street)
CHICAGO IL 60606

(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*
Victory Park Master Fund, Ltd.

(Last) (First) (Middle)
C/O WALKERS SPV LIMITED, WALKER HOUSE
87 MARY STREET

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1 9002

(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*
Jacob Capital, L.L.C.

(Last) (First) (Middle)
227 WEST MONROE STREET
SUITE 3900

(Street)
CHICAGO IL 60606

(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*
Levy Richard N

(Last) (First) (Middle)
227 WEST MONROE STREET
SUITE 3900

(Street)
CHICAGO IL 60606

(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. All of the reported securities are owned directly by Victory Park Credit Opportunities Master Fund, Ltd. (the "Fund") and indirectly by (i) Victory Park Capital Advisors, LLC as the investment manager for the Fund, (ii) Jacob Capital, L.L.C., as the manager of Victory Park Capital Advisors, LLC and (iii) Richard Levy, as the sole member of Jacob Capital, L.L.C. Victory Park Capital Advisors, LLC, Jacob Capital, L.L.C. and Richard Levy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
2. Acquired on this date by the reporting person, but first exercisable under its terms on March 31, 2006.
3. Following the partial exercise of this warrant described herein, this warrant remains exercisable for 7.41 percent of the Issuer's fully diluted common stock.
4. Pursuant to a transaction exempt under both Rule 16b-3 and Rule 16b-7, sixty percent of the principal amount of each holder's Senior Secured Convertible Notes was reclassified into shares of Series B Convertible Preferred Stock at a ratio of approximately 1/67 share for $1.00 principal amount of Senior Secured Convertible Notes and the remaining forty percent was reclassified into Senior Secured Notes having no conversion feature.
5. Acquired on this date by the reporting person, but first convertible under its terms on March 31, 2006.
6. The Series B preferred stock has no expiration date.
/s/ Richard Levy, Victory Park Credit Opportunities Master Fund, Ltd., Attorney-in-fact 10/09/2009
/s/ Richard Levy, Jacob Capital, L.L.C., Sole Member 10/09/2009
/s/ Richard Levy, Victory Park Capital Advisors, LLC, Jacob Capital, L.L.C., Manager, Sole Member 10/09/2009
/s/ Richard Levy 10/09/2009
** 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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