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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X
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*
Tradewinds Capital, L.P.

(Last) (First) (Middle)
C/O TRADEWINDS INVESTMENT MANAGEMENT, LP
THREE HARBOR DRIVE, SUITE 213

(Street)
SAUSALITO CA 94965

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STAR SCIENTIFIC INC [ STSI ]
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)
04/02/2014
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 04/02/2014 J 1,579,498(2) D $0.00 0 I By Tradewinds Fund (Cayman), Ltd.(1)
Common Stock 04/02/2014 J 2,219,822(3) D $0.00 1,825,731 I By Tradewinds Capital, L.P.(1)
Common Stock 04/02/2014 J 369,796(4) A $0.00 10,051,697(5) I By Scott P. Peters(1)
Common Stock 04/02/2014 J 766,808(4) A $0.00 9,319,792(6) I By Robert W. Scannell(1)
Common Stock 04/02/2014 J 1,136,604(4) A $0.00 2,962,335 I By Tradewinds Capital, L.P.(1)
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
Common Stock Warrants (right to buy) $2 04/03/2014 D 543,478(7) 09/04/2011 09/04/2016 Common Stock 543,478(7) $0.00 0 I By Feehan Partners, L.P.(1)
Common Stock Warrants (right to buy) $1.8 04/03/2014 D 833,333(7) 05/05/2011 05/05/2016 Common Stock 833,333(7) $0.00 0 I By Feehan Partners, L.P.(1)
Common Stock Warrants (right to buy) $2 04/03/2014 D 543,478(7) 09/04/2011 09/04/2016 Common Stock 543,478(7) $0.00 0 I By P.V. Partners, L.P.(1)
Common Stock Warrants (right to buy) $1.8 04/03/2014 D 833,333(7) 05/05/2011 05/05/2016 Common Stock 833,333(7) $0.00 0 I By P.V. Partners, L.P.(1)
1. Name and Address of Reporting Person*
Tradewinds Capital, L.P.

(Last) (First) (Middle)
C/O TRADEWINDS INVESTMENT MANAGEMENT, LP
THREE HARBOR DRIVE, SUITE 213

(Street)
SAUSALITO CA 94965

(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*
Tradewinds Fund (Cayman), Ltd.

(Last) (First) (Middle)
C/O TRADEWINDS INVESTMENT MANAGEMENT, LP
THREE HARBOR DRIVE, SUITE 213

(Street)
SAUSALITO CA 94965

(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*
P.V. Partners, L.P.

(Last) (First) (Middle)
C/O TRADEWINDS INVESTMENT MANAGEMENT, LP
THREE HARBOR DRIVE, SUITE 213

(Street)
SAUSALITO CA 94965

(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*
Feehan Partners, L.P.

(Last) (First) (Middle)
C/O TRADEWINDS INVESTMENT MANAGEMENT, LP
THREE HARBOR DRIVE, SUITE 213

(Street)
SAUSALITO CA 94965

(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*
Peters Scott

(Last) (First) (Middle)
C/O TRADEWINDS INVESTMENT MANAGEMENT, LP
THREE HARBOR DRIVE, SUITE 213

(Street)
SAUSALITO CA 94965

(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*
Scannell Robert

(Last) (First) (Middle)
C/O TRADEWINDS INVESTMENT MANAGEMENT, LP
THREE HARBOR DRIVE, SUITE 213

(Street)
SAUSALITO CA 94965

(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. Prior to the transactions reflected in this report, each Reporting Person individually owned less than 10% of the STSI shares, but, as a group, the Reporting Persons owned more than 10% of the STSI shares. Following the transactions reflected in this report, the Reporting Persons, individually and as a group, own less than 10% of the STSI shares and are no longer subject to Section 16.
2. Pro rata distribution by Tradewinds Fund (Cayman), Ltd. ("Tradewinds Cayman") of its STSI shares to its shareholders for no consideration in connection with its liquidation. After this distribution, Tradewinds Cayman was no longer the beneficial owner of STSI shares and no longer a member of the group that was subject to Section 16.
3. Redemption in kind by Tradewinds Capital, L.P. ("Tradewinds Capital") of its partners who were not Reporting Persons.
4. These shares were distributed to Mr. Peters and Mr. Scannell, as shareholders of Tradewinds Cayman, in the transaction described in Note (2) above. These shares were then contributed by Mr. Peters and Mr. Scannell to Tradewinds Capital.
5. Consists of: 64,700 shares held by Mr. Peters, 2,962,335 shares held by Tradewinds Capital and 7,089,362 shares held by PV Partners, L.P. ("PVP"). Mr. Peters is a Member of the General Partner of Tradewinds Capital and Co-General Partner of the investment manager of Tradewinds Capital and, as such, may be deemed to share voting and investment power over the shares held by Tradewinds Capital. Mr. Peters is the General Partner of PVP. Mr. Peters disclaims beneficial ownership of the shares held by Tradewinds Capital, except to the extent of his pecuniary interest therein, if any. Mr. Peters has no pecuniary interest in the shares held by Feehan Partners, LP and disclaims any beneficial ownership of those shares.
6. Consists of: 2,962,335 shares held by Tradewinds Capital and 6,357,457 shares held by Feehan Partners, L.P. ("Feehan"). Mr. Scannell is the Managing Member of the General Partner of Tradewinds Capital and the Co-General Partner of the investment manager of Tradewinds Capital and, as such, may be deemed to share voting and investment power over the shares held by Tradewinds Capital. Mr. Scannell is the General Partner of Feehan. Mr. Scannell disclaims beneficial ownership of the shares held by Tradewinds Capital, except to the extent of his pecuniary interest therein, if any. Mr. Scannell has no pecuniary interest in the shares held by Mr. Peters or PVP and disclaims beneficial ownership of those shares.
7. The reported transactions involved an amendment of outstanding warrants, resulting in the deemed cancellation of the "old" warrants and the grant of replacement warrants. The replacement warrants are not exercisable within six months and thus are not deemed to be beneficially owned by the Reporting Persons for purposes of calculating 10% ownership.
Remarks:
TRADEWINDS CAPITAL, L.P., By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 04/04/2014
TRADEWINDS FUND (CAYMAN), LTD., By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 04/04/2014
P.V. PARTNERS, L.P., By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 04/04/2014
FEEHAN PARTNERS, L.P., By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 04/04/2014
SCOTT P. PETERS, By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 04/04/2014
ROBERT W. SCANNELL, By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 04/04/2014
** 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).
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