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*
Promark Investment Advisors

(Last) (First) (Middle)
767 FIFTH AVENUE

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HYPERION BROOKFIELD COLLATERALIZED SECURITIES FUND INC [ NONE ]
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)
10/20/2009
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 10/20/2009 J 0 D $0 0 D
Common Stock 10/30/2009 J 0 D $0 0 D
Common Stock 10/20/2009 J 62,012,401.03 D $1.89 29,472,657.63(1) I See Footnote(2)
Common Stock 10/30/2009 J 29,472,657.63 D $1.83 0 I See Footnote(2)
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
Explanation of Responses:
1. Includes approximately 27,041,788.93 shares acquired in December 2007 under the Issuer's dividend reinvestment plan.
2. N/A (see explanation below with respect to this line 2)
Remarks:
On November 4, 2009, GMAM Group Pension Trust I ("GMAM I Trust") and GMAM Investment Funds Trust ("GIFT Trust"), each a group trust organized for the benefit of certain trusts under certain employee benefit plans for General Motors Corporation, received final liquidation proceeds in connection with the Issuer's plan of liquidation and dissolution (the "Issuer Liquidation"). The Issuer Liquidation was conducted in two parts on October 20, 2009 and October 30, 2009. In the first liquidation, the GMAM I Trust received proceeds of $83,652,027.59 for 44,377,733.47 shares. In the second liquidation, the GMAM I Trust received proceeds of $38,681,668.71 for 21,091,422.41 shares. In the first liquidation, the GIFT Trust received proceeds of $33,241,348.36 for 17,634,667.56 shares. In second liquidation, the GIFT Trust received proceeds of $15,371,185.39 for 8,381,235.22 shares. The total shares of Common Stock held collectively by the GMAM I Trust and the GIFT Trust prior to the Issuer's liquidation are referred to herein as the "Securities." The reporting person ("Promark") retained under the Employee Retirement Income Security Act of 1974, as amended, the power to direct the voting and disposition of the Securities although it had no pecuniary interest therein. Promark Trust Bank, N.A. is the trustee (the "Trustee") with respect to the GIFT Trust. Lines 1 and 2 of Table 1 relate to Promark's and the Trustee's status as a 10% beneficial owner without pecuniary interest with respect to the Securities that were liquidated in full in connection with the Issuer's plan of liquidation and dissolution. Lines 3 and 4 of Table 1 relate to the status of the GMAM I Trust and the GIFT Trust, on behalf of which Promark is making the report reflected in such line under Column 4 as a 10% beneficial owner of the Securities prior to the Issuer's liquidation.
/s/ Milla Krasnopolsky, Managing Director, Strategic Solutions & High Quality Bonds, Promark Investment Advisors, Inc. 11/18/2009
** 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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