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*
Empire Capital Management, L.L.C.

(Last) (First) (Middle)
1 GORHAM ISLAND
SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KRANEM CORP [ KRAN ]
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)
11/21/2011
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, no par value 11/21/2011 J 2,991,655 (1) D (2) 0 I See footnotes (3) (4) (5) (6) (7)
Common Stock, no par value 11/21/2011 J 1,495,830 (1) D (2) 0 D (8)
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
1. Name and Address of Reporting Person*
Empire Capital Management, L.L.C.

(Last) (First) (Middle)
1 GORHAM ISLAND
SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fine Scott A

(Last) (First) (Middle)
C/O EMPIRE CAPITAL MANAGEMENT LLC
1 GORHAM ISLAND, SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Richards Peter J

(Last) (First) (Middle)
C/O EMPIRE CAPITAL MANAGEMENT LLC
1 GORHAM ISLAND, SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Empire GP, LLC

(Last) (First) (Middle)
1 GORHAM ISLAND
SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Empire Capital Partners, L.P.

(Last) (First) (Middle)
C/O EMPIRE CAPITAL MANAGEMENT LLC
1 GORHAM ISLAND, SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
Explanation of Responses:
1. On July 14, 2011, the Issuer's board of directors declared a four-for-one stock dividend on the Common Stock. The record date for the dividend was July 25, 2011 and the dividend was paid on July 28, 2011.
2. Purusant to a certain Common to Preferred Stock Exchange Agreement (the "SEA") effective as of November 21, 2011, Empire Capital Partners, LP ("Empire Onshore") and Petr J. Richards ("Mr. Richards") agreed to the cancellation of their respective holdings of Issuer Common Stock for exchange into Series A Preferred Stock of the Issuer at a conversion ratio of 1 share of Series A Preferred Stock for each 100 shares of Common Stock. Pursuant to that same SEA, the Series A Preferred Stock have reconversion rights with such reconversion ratio being 1 Series A Preferred Stock exchangable for 100 Common Stock shares.
3. Pursuant to the terms of a Blocker Letter, the reporting persons cannot convert Series A Preferred Stock until such time as the reporting persons would not beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock; accordingly, this is an "exit" filing for the reporting persons.
4. This statement is filed by (i) Empire Capital Management, LLC, a Delaware limited liability company, ("Empire Management") with respect to the shares of Common Stock directly held by Empire Onshore; (ii) Empire Onshore, with respect to the shares of Common Stock directly held by it; (iii) Empire GP, LLC ("Empire GP"), with respect to the shares of Common Stock directly held by Empire Onshore, (iv) Mr. Scott A. Fine ("Mr. Fine"), with respect to the shares of Common Stock directly held by Empire Onshore and (v) Mr. Richards, individually with respect to the shares of Common Stock directly held by him, and with respect to the shares of Common Stock directly held by Empire Onshore.
5. Empire Management serves as the Investment Manager to and has investment discretion over the securities held by Empire Onshore. Empire GP serves as the general partner of Empire Onshore. Empire GP has retained Empire Management to serve as Investment Manager to Empire Onshore. Mr. Fine and Mr. Richards are the only Managing Members of Empire Management and Managing Partners of Empire GP.
6. Mr. Fine disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act.
7. Mr. Richards disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except to the extent of his individual sole ownership and with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act.
8. These shares are directly held by Mr. Richards.
Remarks:
/s/ Scott A. Fine, individually and as Managing Member of Empire Capital Management LLC & Managing Partner of Empire GP LLC /s/ Peter J. Richards, individually and as Managing Member of Empire Capital Management LLC & Managing Partner of Empire GP LLC 11/22/2011
Scott A. Fine 11/22/2011
Peter J. Richards 11/22/2011
Scott A. Fine & Peter J. Richards 11/22/2011
Scott A. Fine & Peter J. Richards 11/22/2011
** Signature of Reporting Person Date
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