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
ROO GROUP INC [ RGRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2007 | ||||||||||||||||||||||||||
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, par value $0.0001 par value | 06/15/2007 | J | 2,597,374(7) | D(7) | $1.9(8) | 4,343,243 | I(1)(2)(3) | See Footnote(1)(2)(3) | ||
Common Stock, par value $0.0001 par value | 06/15/2007 | J | 2,597,374(7) | A(7) | $1.9(8) | 4,343,243 | I(1)(2)(3) | See Footnote(1)(2)(3) |
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 | ||||||||
Warrants | $3 | 06/15/2007 | J | 779,212(7)(7) | 11/15/2006 | 11/14/2011 | Common Stock | 779,212 | $1(8) | 972,973 | I(4)(5)(6) | See Footnote(4)(5)(6) | |||
Warrants | $3 | 06/15/2007 | J | 779,212(7)(7) | 11/15/2006 | 11/14/2011 | Common Stock | 779,212 | $1(8) | 972,973 | I(4)(5)(6) | See Footnote(4)(5)(6) |
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. 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), Raptor (3,426,557 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. 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 December 15, 2006 (the "December Warrants") reported herein as indirectly beneficially owned by TIC are directly beneficially owned by BVI (125,945 December Warrants) and Raptor (779,212 December Warrants). Because TIC provides investment-advisory services to BVI and Raptor, TIC may be deemed to beneficially own the December 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 December Warrants are reported herein as indirectly beneficially owned by Paul Tudor Jones II. The December Warrants are owned indirectly by TIC (905,157 December Warrants) (see Footnote 4) and directly by TPT (67,816 December 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 December Warrants deemed beneficially owned by each of such entities. Mr. Jones expressly disclaims such beneficial ownership. |
6. The December Warrants are reported herein as indirectly beneficially owned by James J. Pallotta. The December Warrants are owned indirectly by TIC (905,157 December Warrants) (see Footnote 4) and directly by TPT (67,816 December Warrants) (see Footnote 5). Because Mr. Pallotta is the portfolio manager of TIC and TPT with respect to the December Warrants and may be deemed to have voting and investment authority with respect to the December Warrants, Mr. Pallotta may be deemed to beneficially own the December Warrants deemed beneficially owned by each of such entities. Mr. Pallotta expressly disclaims such beneficial ownership. |
7. On June 15, 2007, Witches Rock terminated all of its investment activities and transferred its remaining investments (including the Shares and Warrants) to Raptor. |
8. The Shares were transferred at the market closing price on June 14, 2007, the day immediately prior to the transfer date. Warrants were transferred at a price derived using a proprietary option pricing model. |
TUDOR INVESTMENT CORPORATION by /s/ Stephen N. Waldman, Managing Director | 06/19/2007 | |
Paul Tudor Jones II | 06/19/2007 | |
James J. Pallotta | 06/19/2007 | |
** 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). | ||
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. |