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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
JENKINS HOWARD M

(Last) (First) (Middle)
3405 W. DR. MARTIN LUTHER KING, JR. BLVD
SUITE 101

(Street)
TAMPA FL 33607

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMPREHENSIVE CARE CORP [ CHCR ]
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)
06/24/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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, par value $0.01 per share 06/24/2010 J/K(1) 6,285,714 A $0.35 22,285,714 D
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
Convertible Promissory Note(2)(3) $0.25 06/04/2010 06/04/2011 Common 8,000,000 8,000,000 D
Warrant to Purchase Common Stock(3) $0.25 06/04/2010 06/04/2015 Common Stock 1,000,000 1,000,000 D
Explanation of Responses:
1. On June 24, 2009, Mr. Jenkins purchased a Callable Convertible Promoissory Note in the aggregate principal amount of $2,000,000 (the "Callable Note") issued by Comprehensive Care Corporation (the "Issuer"). The Callable Note matured on June 24, 2010 and bears interest at 10% per annum payable at maturity. The Callable Note provides that on maturity the outstanding principal of the Callable Note, plus all accured and unpaid interest thereon, shall be mandatorily converted into shares of the Issuer's common stock at a conversion price of $0.35 per share, unless Mr. Jenkins gave the Issuer 30 days notice his intention to not have all or any portion of the Callable Note so converted. Mr. Jenkins has not provided the Company with any such notice. Accordingly on June 24, 2010, the outstanding principal amount of the Callable Note, plus accured and unpaid interest of $200,000, was converted into 6,285,714 shares of the Company's common stock.
2. On June 4, 2010, Mr. Jenkins purchased a Convertible Promissory Note in the aggregate prinicipal amount of $2,000,000 (the "Note") issued by the Issuer. The Note matures on June 4, 2011 and accures interest at the rate of 24% per annum payable quarterly is arrears. At any time prior to maturity, Mr. Jenkins may elect to convert the outstanding balance of the Note, plus any accured and unpaid interest, into shares of the Issuer's Common Stock at a conversion price of $0.25 per share. The Issuer has the right to prepay all or part of the Note after 30 days from the issue date upon providing Mr. Jenkins with 5 days written notice during which time Mr. Jenkins may exercise all or any portion of his conversion rights previously described.
3. In conjunction with Mr. Jenkins' purchase of the Note, he was issued a warrant by the Issuer on June 4, 2010 which allows Mr. Jenkins to purchase 1,000,000 shares of the Issuer's Common Stock at $0.25 per share at any time between June 4, 2010 and June 4, 2015.
Remarks:
See attached footnote page.
/s/ Scott Bates as attorney-in-fact for Howard Jenkins 06/28/2010
** 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.