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
XFONE INC. [ XFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/26/2011 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 10/26/2011 | X | 2,988,993 | A | $0.3 | 5,977,986 | D(1)(3)(4)(5) | |||
Common Stock | 10/26/2011 | X | 271,725 | A | $0.3 | 543,450 | D(2)(3)(4)(5) | |||
Common Stock | 10/26/2011 | X | 1,286,668 | A | $0.3 | 7,264,654 | D(1)(3)(4)(5) | |||
Common Stock | 10/26/2011 | X | 113,332 | A | $0.3 | 656,782 | D(2)(3)(4)(5) |
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 | ||||||||
Subscription Rights (right to buy) | $0.3 | 10/26/2011 | X | 2,988,993 | 09/22/2011 | 10/26/2011 | Common Stock | 2,988,993 | $0 | 0 | D(1) | ||||
Subscription Rights (right to buy) | $0.3 | 10/26/2011 | X | 271,725 | 09/22/2011 | 10/26/2011 | Common Stock | 271,725 | $0 | 0 | D(2) | ||||
Subscription Rights (right to buy) | $0.3 | 10/26/2011 | X | 1,286,668 | 09/22/2011 | 10/26/2011 | Common Stock | 1,286,668 | $0 | 0 | D(1) | ||||
Subscription Rights (right to buy) | $0.3 | 10/26/2011 | X | 113,332 | 09/22/2011 | 10/26/2011 | Common Stock | 113,332 | $0 | 0 | D(2) |
Explanation of Responses: |
1. Represents shares of common stock owned directly by Burlingame Equity Investors Master Fund (the "Master Fund"), a Cayman Islands exempted limited partnership. |
2. Represents shares of common stock owned directly by Burlingame Equity Investors II, LP (the "Onshore Fund II"), a Delaware limited partnership. |
3. Burlingame Asset Management, LLC ("BAM"), a Delaware limited liability company, is the general partner of each of the Master Fund and Onshore Fund II. BAM, in its capacity as general partner of the Master Fund and Onshore Fund II (together, the "Funds"), may be deemed to indirectly beneficially own the shares of common stock owned by the Funds. Blair E. Sanford, as the controlling person of BAM, may be deemed to indirectly beneficially own the shares of common stock owned by BAM. Each of BAM, the Master Fund, Onshore Fund II and Mr. Sanford herein states that the filing of this Form 4 and the statements made herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Form, except to the extent of his or its pecuniary interest therein. |
4. On January 1, 2011, each of Burlingame Equity Investors LP and Burlingame Equity Investors (Offshore) Ltd. contributed all or substantially all of its assets into the Master Fund. |
5. Additionally, the Master Fund holds 366,835 warrants issued by the issuer, and the Onshore Fund II holds 33,165 warrants issued by the issuer. All other warrants expired or were canceled for no value. |
Remarks: |
Blair E. Sanford, Managing Member for Burlingame Asset Management, LLC | 11/02/2011 | |
** 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. |