| 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
STAR SCIENTIFIC INC [ STSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/05/2012 |
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 | 11/13/2012 | X | 1,290,323 | A | $1 | 17,896,843(3) | I | See footnotes(1)(2) | ||
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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 | ||||||||
| Common Stock Warrants (right to buy) | $1 | 11/13/2012 | X | 1,290,323 | 09/14/2008 | 09/14/2013 | Common Stock | 1,290,323 | $0 | 5,334,268 | I | See footnotes(1)(2) | |||
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. Robert W. Scannell is a director Tradewinds Master Fund (BVI), Ltd. ("Tradewinds") and the General Partner of Feehan Partners, L.P. ("Feehan") and has voting and investment power over each entity's respective securities. Scott P. Peters is a director of Tradewinds Master Fund (BVI), Ltd. and the General Partner of PV Partners, L.P. ("PVP") and has voting and investment power over each entity's respective securities. Mr. Peters owns a Roth IRA and an Individual IRA and has voting and investment power over the securities held in them. (Continued on footnote 2) |
| 2. Tradewinds Master Fund (BVI), Ltd. is a business company organized in the British Virgin Islands. Tradewinds Investment Management, L.P. is its investment manager pursuant to an investment management agreement over which Messrs. Scannell and Peters exercise voting and investment authority and control. Mr. Peters disclaims beneficial ownership of and receives no pecuniary interest from the securities held by Feehan and Mr. Scannell disclaims beneficial ownership of and receives no pecuniary interest from the securities held by PVP or Mr. Peters' Roth IRA and Individual IRA. Each Reporting Person individually owns less than 10% of the STSI securities, but as a group, the Reporting Persons own over 10% of the STSI securities. |
| 3. The Form 4 that was originally filed by the reporting persons on December 5, 2012, mistakenly reported the unexercised warrants owned by the reporting persons twice, once in Column 9 of Table 2, and also inadvertently in Column 5 of Table 1. The purpose of this Amendment is to amend Column 5 of Table 1 so that it does not include unexercised warrants and correctly reflects the number of non-derivate securities beneficially owned at the time Form 4 was filed. |
| P.V. PARTNERS, L.P, By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact | 01/15/2013 | |
| FEEHAN PARTNERS, L.P. By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact | 01/15/2013 | |
| TRADEWINDS MASTER FUND (BVI), LTD. By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact | 01/15/2013 | |
| SCOTT P. PETERS By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact | 01/15/2013 | |
| ** 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. | ||