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*
Sopris DP Series A, of Sopris DP, L.P.

(Last) (First) (Middle)
C/O SOPRIS CAPITAL ADVISORS, LLC
314 SOUTH GALENA STREET, SUITE 300

(Street)
ASPEN CO 81611

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MOVIE GALLERY INC [ MVGR.PK ]
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)
10/06/2008
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 10/06/2008 J(1) 597,165 A $10 3,526,745 I Through managed account(2)
Common Stock 10/06/2008 J(1) 519,294 A $10 4,623,328 I Through managed account(3)
Common Stock 10/06/2008 J(1) 198,407 A $10 198,407 I Through managed account(4)
Common Stock 10/06/2008 J(1) 6,547,181 A $10 6,547,181 I Through managed account(5)
Common Stock 10/06/2008 J(1) 3,273,591 A $10 3,273,591 I Through managed account(6)
Common Stock 10/06/2008 J(1) 3,273,591 A $10 3,273,591 I Through managed account(7)
Common Stock 10/06/2008 J(1) 233,350 A $10 10,584,466 D(8)
Common Stock 10/06/2008 J(1) 557,021 A $10 557,021 D(9)
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
1. Name and Address of Reporting Person*
Sopris DP Series A, of Sopris DP, L.P.

(Last) (First) (Middle)
C/O SOPRIS CAPITAL ADVISORS, LLC
314 SOUTH GALENA STREET, SUITE 300

(Street)
ASPEN CO 81611

(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*
RICHMOND FUND LP

(Last) (First) (Middle)
C/O SOPRIS CAPITAL ADVISORS, LLC
314 SOUTH GALENA STREET, SUITE 300

(Street)
ASPEN CO 81611

(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*
DQ, Ltd.

(Last) (First) (Middle)
C/O SOPRIS CAPITAL ADVISORS, LLC
314 SOUTH GALENA STREET, SUITE 300

(Street)
ASPEN CO 81611

(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*
Rovida Holdings Ltd

(Last) (First) (Middle)
C/O SOPRIS CAPITAL ADVISORS, LLC
314 SOUTH GALENA STREET, SUITE 300

(Street)
ASPEN CO 81611

(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*
RR Investment Co Ltd.

(Last) (First) (Middle)
C/O SOPRIS CAPITAL ADVISORS, LLC
314 SOUTH GALENA STREET, SUITE 300

(Street)
ASPEN CO 81611

(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. The shares of Common Stock were issued to the Reporting Persons in exchange for the transfer by the Reporting Persons of certain nonconvertible First Lien Debt to the issuer in a conversion which is described in Amendment No. 2 to a Schedule 13D filed by the Reporting Persons on October 7, 2008. Due to the fact that there are in excess of ten Reporting Persons, EDGAR requirements mandate that the Reporting Persons file two Forms 4. This is one of such forms filed by the Reporting Persons.
2. All of the 3,526,745 shares reported in Table I are owned by EnterAspen Limited ("EnterAspen") and managed by Aspen Advisors LLC, a Delaware limited liability company ("Aspen Advisors"). Mr. Nikos Hecht is the managing member of Aspen Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by EnterAspen under Regulation 13D-G under the Exchange Act. Aspen Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by EnterAspen, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
3. All of the 4,623,328 shares reported in Table I are owned by EnterAspen and managed by Sopris Capital Advisors, LLC, a Delaware limited liability company ("Sopris Advisors"). Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by EnterAspen under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by EnterAspen, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
4. All of the 198,407 shares reported in Table I are owned by The Richmond Fund LP ("The Richmond Fund") and managed by Sopris Advisors. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by The Richmond Fund under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by The Richmond Fund, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
5. All of the 6,547,181 shares reported in Table I are owned by DQ Ltd. ("DQ") and managed by Sopris Advisors. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by DQ under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by DQ, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
6. All of the 3,273,591 shares reported in Table I are owned by Rovida Holdings Limited ("Rovida Holdings") and managed by Sopris Advisors. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by Rovida Holdings under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by Rovida Holdings, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
7. All of the 3,273,591 shares reported in Table I are owned by RR Investment Company Ltd. ("RR Investment Company") and managed by Sopris Advisors. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by RR Investment Company under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by RR Investment Company, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
8. All of the 10,584,466 shares reported in Table I are owned directly by Sopris Partners Series A, of Sopris Capital Partners, L.P. ("Sopris Partners"). Sopris Capital, LLC ("Sopris Capital") is the general partner of Sopris Partners and owns an interest in Sopris Partners, and Sopris Advisors acts as its investment manager. Mr. Nikos Hecht owns an interest in Sopris Partners through Sopris Capital and a direct interest in Sopris Partners. Sopris Advisors, Sopris Capital and Nikos Hecht disclaim any beneficial interest in the securities owned by Sopris Partners, except to the extent of their respective pecuniary interests therein.
9. All of the 557,021 shares reported in Table I are owned directly by Sopris DP Series A, of Sopris DP, L.P. ("Sopris DP"). Sopris Capital is the general partner of Sopris DP and owns an interest in Sopris DP, and Sopris Advisors acts as its investment manager. Mr. Nikos Hecht owns an interest in Sopris DP through Sopris Capital. Sopris Advisors, Sopris Capital and Nikos Hecht disclaim any beneficial interest in the securities owned by Sopris DP, except to the extent of their respective pecuniary interests therein.
Remarks:
SOPRIS DP SERIES A, OF SOPRIS DP, L.P. By: Sopris Capital, LLC, its general partner By: /s/ Nikos Hecht, Sole Member of the Managing Member 10/08/2008
THE RICHMOND FUND LP By: Sopris Capital Advisors, LLC, Its: Attorney-in-Fact with respect to the account By: /s/ Nikos Hecht, Managing Member 10/08/2008
DQ LTD. By: Sopris Capital Advisors, LLC, Its: Attorney-in-Fact with respect to the account By: /s/ Nikos Hecht, Managing Member 10/08/2008
ROVIDA HOLDINGS LIMITED By: Sopris Capital Advisors, LLC, Its: Attorney-in-Fact with respect to the account By: /s/ Nikos Hecht, Managing Member 10/08/2008
RR INVESTMENT COMPANY LTD. By: Sopris Capital Advisors, LLC, Its: Attorney-in-Fact with respect to the account By: /s/ Nikos Hecht, Managing Member 10/08/2008
** 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 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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