| 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
Stamford Industrial Group, Inc. [ STMF.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2008 | ||||||||||||||||||||||||||
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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 per share | 09/05/2008 | J(1) | 230,790 | A | $2.2(2) | 8,545,871(3) | I | By Kanders & Company, Inc. | ||
| Common Stock, par value $0.0001 per share | 5,628,300(4) | I | By Olden Acquisition LLC | |||||||
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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 | ||||||||
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. Shares of common stock issued to Kanders & Company, Inc. ("Kanders & Co."), whose sole stockholder is Warren B. Kanders, pursuant to the terms of the consulting agreement by and between the Issuer and Kanders & Co. dated September 22, 2006 (the "Consulting Agreement"). |
| 2. Pursuant to the Consulting Agreement, the shares of common stock are valued at the weighted average price of the Issuer's common stock for the 2007 fiscal year. |
| 3. Consists of (i) 230,790 shares of common stock reported in this statement; (ii) 41,081 shares of common stock previously issued to Kanders & Co. pursuant to the terms of the Consulting Agreement; and (iii) 8,274,000 shares of common stock previously issued to Kanders & Co. pursuant to the terms of the Equity Compensation Agreement dated September 22, 2006. The Reporting Person disclaims beneficial ownership of the securities described in this statement, except to the extent of his individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement. |
| 4. Consists of the 5,628,300 shares of common stock issuable upon conversion of the 2% ten-year Convertible Subordinated Note, due April 21, 2014 to Olden Acquisition LLC, a Delaware limited liability company ("Olden"), whose sole manager is Warren B. Kanders. The Reporting Person disclaims beneficial ownership of the securities described in this statement, except to the extent of his individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement. |
| Warren B. Kanders By: /s/ Warren B. Kanders | 09/15/2008 | |
| Kanders & Company, Inc. By: /s/ Warren B. Kanders, President | 09/15/2008 | |
| Olden Acquisition LLC By: /s/ Warren B. Kanders, Sole Manager | 09/15/2008 | |
| ** 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). | ||
| 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. | ||