SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* LC CAPITAL MASTER FUND LTD (Last) (First) (Middle) C/O TRIDEN FUND SVCS (BVI) LTD WATERFRONT DRIVE, WICKHAMS CAY (Street) TORTOLA, BVI 00000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/08/2008	3. Issuer Name and Ticker or Trading Symbol TRM CORP [ TRMM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,247,903(1)	D
Common Stock	1,247,903(2)	I	LC Capital Master Fund Ltd.
Common Stock	127,000(3)	I	By LC Capital / Capital Z SPV, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Stock	(4)	02/08/2015	Common Stock	2,500,000(1)	$0.4	D
Warrants to Purchase Common Stock	(4)	02/08/2015	Common Stock	2,500,000(2)	$0.4	I	By LC Capital Master Fund Ltd.

1. Name and Address of Reporting Person* LC CAPITAL MASTER FUND LTD (Last) (First) (Middle) C/O TRIDEN FUND SVCS (BVI) LTD WATERFRONT DRIVE, WICKHAMS CAY (Street) TORTOLA, BVI 00000 (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* LAMPE, CONWAY & CO. LLC (Last) (First) (Middle) 680 FIFTH AVENUE, SUITE 1202 (Street) NEW YORK NY 10019 (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* LAMPE STEVEN (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, SUITE 1202 (Street) NEW YORK NY 10019 (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* CONWAY RICHARD F (Last) (First) (Middle) 680 FIFTH AVENUE, SUITE 1202 (Street) NEW YORK NY 10019 (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. These securities are owned by LC Capital Master Fund, Ltd., which is a Reporting Person.

2. These securities may be deemed to be beneficially owned by Lampe, Conway & Co., LLC, the investment manager of LC Capital Master Fund, Ltd., Steven G. Lampe, a managing member of Lampe, Conway & Co., LLC and Richard F. Conway, a managing member of Lampe, Conway & Co., LLC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. These securities may be deemed to be beneficially owned by Lampe, Conway & Co., LLC, the investment manager of LC Capital / Capital Z SPV, L.P., Steven G. Lampe, a managing member of Lampe, Conway & Co., LLC and Richard F. Conway, a managing member of Lampe, Conway & Co., LLC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. Each warrant is exercisable immediately.

	LC Capital Master Fund, Ltd., By: /s/ Richard F. Conway, Director	02/19/2008
	Lampe, Conway & Co., LLC, By: /s/ Richard F. Conway, Managing Member	02/19/2008
	/s/ Steven G. Lampe	02/19/2008
	/s/ Richard F. Conway	02/19/2008
	** 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 5 (b)(v).
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