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*
Johnson Frank L

(Last) (First) (Middle)
570 LEXINGTON AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FORWARD INDUSTRIES INC [ FORD ]
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)
05/20/2010
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, par value $0.01 per share(1) 05/20/2010 P 11,309 A $3.6924 230,430 I Capital Partners Offshore(2)
Common Stock, par value $0.01 per share(1) 05/21/2010 P 3,054 A $4.1486 233,484 I Capital Partners Offshore(2)
Common Stock, par value $0.01 per share(1) 05/24/2010 P 8,052 A $4.1883 241,536 I Capital Partners Offshore(2)
Common Stock, par value $0.01 per share(1) 05/20/2010 P 53,719 A $3.6924 1,098,191 I LaGrange Capital Partners, L.P.(3)
Common Stock, par value $0.01 per share(1) 05/21/2010 P 14,508 A $4.1486 1,112,699 I LaGrange Capital Partners, L.P.(3)
Common Stock, par value $0.01 per share(1) 05/24/2010 P 38,250 A $4.1883 1,150,949 I LaGrange Capital Partners, L.P.(3)
Common Stock, par value $0.01 per share(1) 05/20/2010 P 5,654 A $3.6924 118,520 I Situations Yield Master Fund(4)
Common Stock, par value $0.01 per share(1) 05/21/2010 P 1,527 A $4.1486 120,047 I Situations Yield Master Fund(4)
Common Stock, par value $0.01 per share(1) 05/24/2010 P 4,026 A $4.1883 124,073 I Situations Yield Master Fund(4)
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*
Johnson Frank L

(Last) (First) (Middle)
570 LEXINGTON AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10022

(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*
LaGrange Capital Partners LP

(Last) (First) (Middle)
570 LEXINGTON AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10022

(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*
LAGRANGE CAPITAL PARTNERS OFFSHORE FUND LTD

(Last) (First) (Middle)
570 LEXINGTON AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10022

(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*
LaGrange Capital Administration, L.L.C.

(Last) (First) (Middle)
570 LEXINGTON AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10022

(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*
LaGrange Capital Management, LLC

(Last) (First) (Middle)
570 LEXINGTON AVENUE, 27TH FLOOR
27TH FL

(Street)
NEW YORK NY 10022

(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*
LaGrange Special Situations Yield Master Fund, Ltd.

(Last) (First) (Middle)
570 LEXINGTON AVENUE, 27TH FLOOR
27TH FL

(Street)
NEW YORK NY 10022

(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. This Form 4 is filed jointly by LaGrange Capital Partners, L.P. ("Capital Partners"), LaGrange Capital Partners Offshore Fund, Ltd. ("Capital Partners Offshore Fund"), LaGrange Special Situations Yield Master Fund, Ltd. ("Situations Master Fund"), LaGrange Capital Management, L.L.C. ("Capital Management"), LaGrange Capital Administration, L.L.C. ("Capital Administration") and Frank L. Johnson. Each of the Reporting Persons is a member of a Section 13(d) group with respect to the securities of the Issuer that beneficially owns in excess of 10% of the Issuer's outstanding Shares. As members of the group, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the other members of the group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer beneficially owned by the other members of the group except to the extent of his or its pecuniary interest therein.
2. Shares of Common Stock beneficially owned by Capital Partners Offshore Fund. As the investment manager of Capital Partners Offshore Fund, Capital Administration may be deemed to beneficially own the shares of Common Stock beneficially owned by Capital Partners Offshore Fund. As the managing member of Capital Administration, Frank L. Johnson may be deemed to beneficially own the shares of Common Stock beneficially owned by Capital Partners Offshore Fund.
3. Shares of Common Stock beneficially owned by Capital Partners. As the general partner of Capital Partners, Capital Management may be deemed to beneficially own the Shares owned by Capital Partners. As the sole member of Capital Management, Frank L. Johnson may be deemed to beneficially own the Shares beneficially owned by Capital Partners.
4. Shares of Common Stock beneficially owned by Situations Master Fund. As the investment manager of Situations Yield Master Fund, Capital Administration may be deemed to beneficially own the shares of Common Stock beneficially owned by Situations Yield Master Fund. As the managing member of Capital Administration, Frank L. Johnson may be deemed to beneficially own the shares of Common Stock beneficially owned by Situations Yield Master Fund.
By: By: /s/ Frank LaGrange Johnson 05/24/2010
By: LaGrange Capital Partners, L.P., By: LaGrange Capital Management, L.L.C., its General Partner, By: /s/ Frank LaGrange Johnson, its sole Member 05/24/2010
By: LaGrange Capital Partners Offshore Fund, Ltd., By: LaGrange Capital Administration, L.L.C., its Investment Manager, By: /s/ Frank LaGrange Johnson, its Managing Member 05/24/2010
By: LaGrange Capital Administration, L.L.C., By: /s/ Frank LaGrange Johnson, its Managing Member 05/24/2010
By: LaGrange Capital Management, L.L.C., By: /s/ Frank LaGrange Johnson, its sole Member 05/24/2010
By: LaGrange Special Situations Yield Master Fund, Ltd., By: LaGrange Capital Administration, L.L.C., its Investment Manager, By: /s/ Frank LaGrange Johnson, its Managing Member 05/24/2010
** 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.
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