| 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
X-CHANGE CORP [ XCHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/10/2008 | ||||||||||||||||||||||||||
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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 | 07/10/2008 | P | 7,196,429 | A | (3) | 7,196,429(1) | I | See Footnote(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 | ||||||||
| Convertible Note | $0.07 | 07/10/2008 | P | $775,000 | 07/10/2008 | 07/10/2013 | Common Stock | 11,071,429(4) | (3) | 11,071,429 | I | See Footnote(2) | |||
| Warrant (right to buy) | $0.17 | 07/10/2008 | P | 11,071,429 | 07/10/2008 | 07/10/2013 | Common Stock | 11,071,429 | (3) | 11,071,429 | I | See Footnote(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. The filing of this Form 4shall not be construed as an admission that Ironman PI Fund (QP), L.P. ("Ironman Fund"), Ironman Energy Partners II, L.P. ("Ironman Energy"); Ironman Capital Management, LLC ("Ironman Capital") or G. Bryan Dutt (together with Ironman Fund, Ironman Energy and Ironman Capital, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the securities of The X-Change Corporation (the "Issuer") purchased by Ironman Fund. Pursuant to Rule 16a-1, each of Ironman Fund, Ironman Energy, Ironman Capital and G. Bryan Dutt disclaim such beneficial ownership beyond their pecuniary interest. |
| 2. The Reporting Persons hold the reported securities of the Issuer through the account of Ironman Fund for which Ironman Energy is the investment manager and controls the disposition and voting of the securities. Ironman Capital reports the shares held indirectly by Ironman Energy, because, as the general partner of Ironman Energy, Ironman Capital controls its voting and disposition decisions. G. Bryan Dutt reports the shares held indirectly by Ironman Capital because he is the manager of Ironman Capital and controlls its disposition and voting decisions. |
| 3. The aggregate price paid for the Common Stock, Convertible Notes and Warrants is $775,000. |
| 4. The calculated number of shares of Common Stock excluded potential accrued interest and anti-dilution adjustments on the Convertible Note. |
| /s/ G. Bryan Dutt, manager of Ironman Capital Management, LLC, general partner of Ironmann Energy Partners, L.P., general partner of Ironman PR Fund (QP), L.P. | 07/14/2008 | |
| /s/ G. Bryan Dutt, manager of Ironman Capital Management, LLC, general partner of Ironmann Energy Partners II, L.P | 07/14/2008 | |
| /s/ G. Bryan Dutt, manager of Ironman Capital Management, LLC | 07/14/2008 | |
| /s/ G. Bryan Dutt | 07/14/2008 | |
| ** 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. | ||