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*
TUDOR INVESTMENT CORP ET AL

(Last) (First) (Middle)
ATTN: STEPHEN N. WALDMAN
1275 KING STREET

(Street)
GREENWICH CT 06831-2936

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROO GROUP INC [ RGRP ]
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)
05/09/2007
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 $0.0001 par value 05/09/2007 A 1,007,974 A $2.5 4,025,163 I(1) See Footnote(1)
Common Stock, par value $0.0001 par value 05/09/2007 A 1,100,000 A $2.5 4,343,243 I(2) See Footnote(2)
Common Stock, par value $0.0001 par value 05/09/2007 A 1,100,000 A $2.5 4,343,243 I(3) See Footnote(3)
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
Warrants $4.5 05/09/2007 A 302,392 05/09/2007 05/09/2012 Common Stock 302,392 $4.5 302,392 I(4) See Footnote(4)
Warrants $4.5 05/09/2007 A 330,000 05/09/2007 05/09/2012 Common Stock 330,000 $4.5 330,000 I(5) See Footnote(5)
Warrants $4.5 05/09/2007 A 330,000 05/09/2007 05/09/2012 Common Stock 330,000 $4.5 330,000 I(6) See Footnote(6)
1. Name and Address of Reporting Person*
TUDOR INVESTMENT CORP ET AL

(Last) (First) (Middle)
ATTN: STEPHEN N. WALDMAN
1275 KING STREET

(Street)
GREENWICH CT 06831-2936

(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*
JONES PAUL TUDOR II

(Last) (First) (Middle)
C/O TUDOR INVESTMENT CORPORATION
1275 KING STREET

(Street)
GREENWICH CT 06831-2936

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Chairman of Tudor
1. Name and Address of Reporting Person*
PALLOTTA JAMES J

(Last) (First) (Middle)
50 ROWES WHARF, 6TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of Group
Explanation of Responses:
1. Tudor Investment Corporation ("TIC") is the investment adviser or trading advisor to each of The Tudor BVI Global Portfolio Ltd. ("BVI"), Witches Rock Portfolio Ltd. ("Witches Rock"), and The Raptor Global Portfolio Ltd. ("Raptor"), and the General Partner of The Altar Rock Fund L.P. ("Altar Rock"). The shares of Common Stock (collectively, "Common Stock") as reported herein as indirectly beneficially owned by TIC are directly beneficially owned by BVI (591,556 shares), Witches Rock (2,597,374), Raptor (829,183 shares), and Altar Rock (7,050 shares). Because TIC is the sole General Partner of Altar Rock, and provides investment-advisory services to BVI, Witches Rock, and Raptor, TIC may be deemed to beneficially own the shares of Common Stock owned by each of such entities. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities.
2. The shares of Common Stock (the "Shares") are reported herein as indirectly beneficially owned by Paul Tudor Jones II. The Shares are owned indirectly by TIC (4,025,163 Shares) (see Footnote 1) and directly by Tudor Proprietary Trading, L.L.C. ("TPT") (318,080 Shares). Because Mr. Jones is the controlling shareholder of TIC and the indirect controlling equity holder of TPT, Mr. Jones may be deemed to beneficially own the Shares deemed beneficially owned by each of such entities. Mr. Jones expressly disclaims such beneficial ownership.
3. James J. Pallotta has been added as a Reporting Person in respect of the Shares reported herein. The Shares are reported herein as indirectly beneficially owned by James J. Pallotta. The Shares are owned indirectly by TIC (4,025,163 Shares) (see Footnote 1) and directly by TPT (318,080 Shares) (see Footnote 2). Because Mr. Pallotta is the portfolio manager of TIC and TPT with respect to the Shares and may be deemed to have voting and investment authority with respect to the Shares, Mr. Pallotta may be deemed to beneficially own the Shares deemed beneficially owned by each of such entities. Mr. Pallotta expressly disclaims such beneficial ownership.
4. The warrants to purchase Common Stock with an exercise date of May 9, 2007 (the "May Warrants") reported herein as indirectly beneficially owned by TIC are directly beneficially owned by BVI (51,522 May Warrants), Raptor (248,775 May Warrants), and Altar Rock (2,115 May Warrants). Because TIC provides investment-advisory services to BVI and Raptor, and is the general partner of Altar Rock, TIC may be deemed to beneficially own the May Warrants owned by each of such entities. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities.
5. The May Warrants are reported herein as indirectly beneficially owned by Paul Tudor Jones II. The May Warrants are owned indirectly by TIC (302,392 May Warrants) (see Footnote 4) and directly by TPT (27,608 May Warrants). Because Mr. Jones is the controlling shareholder of TIC and the indirect controlling equity holder of TPT, Mr. Jones may be deemed to beneficially own the May Warrants deemed beneficially owned by each of such entities. Mr. Jones expressly disclaims such beneficial ownership.
6. James J. Pallotta has been added as a Reporting Person in respect of the May Warrants reported herein. The May Warrants are reported herein as indirectly beneficially owned by James J. Pallotta. The May Warrants are owned indirectly by TIC (302,392 May Warrants) (see Footnote 4) and directly by TPT (27,608 May Warrants) (see Footnote 5). Because Mr. Pallotta is the portfolio manager of TIC and TPT with respect to the May Warrants and may be deemed to have voting and investment authority with respect to the May Warrants, Mr. Pallotta may be deemed to beneficially own the May Warrants deemed beneficially owned by each of such entities. Mr. Pallotta expressly disclaims such beneficial ownership.
TUDOR INVESTMENT CORPORATION by /s/ Stephen N. Waldman, Managing Director 05/11/2007
Paul Tudor Jones II 05/11/2007
James J. Pallotta 05/11/2007
** 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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