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
DIGITAL LIFESTYLES GROUP INC [ DLFE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2005 | ||||||||||||||||||||||||||
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 | 11/30/2005 | S | 1,846,821 | D | $0 | 21,053 | D | |||
Common Stock | 11/30/2005 | S | 2,890,172 | D | $0 | 42,106 | I | (1)(1) |
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 | ||||||||
Warrant | $0.475 | 11/30/2005 | O | 21,053 | 09/09/2004 | (2) | Common Stock | 21,053 | $0 | 902,357 | D | ||||
Warrant | $0.475 | 11/30/2005 | O | 42,106 | 09/09/2004 | (2) | Common Stock | 42,106 | $0 | 1,402,980 | I | (3)(3) |
Explanation of Responses: |
1. The Reporting Person may be deemed to indirectly own 21,053 shares of the Issuer Common Stock held through the Ryleigh Gorman Trust, of which the Reporting Person's spouse is the sole trustee and 21,053 shares of the Issuer Common Stock held through the John Joseph Gorman V Trust of which the Reporting Person's spouse is the sole trustee. The filing of the Form 4 shall not be construed as an admission that Mr. Gorman is the beneficial owner of any of the securities of the Issuer mentioned in this footnote. |
2. The Warrant will expire two years after the registration statement under the Securities Act of 1933, as amended, registering the shares of Common Stock issuable upon exercise of the Warrants is declared effective. Pursuant to a Registration Rights Agreement, the Issuer has agreed to register these shares of Common Stock. |
3. The Reporting Person may be deemed to indirectly beneficially own (a) a warrant to purcahse 701,490 shares of the Issuer Common Stock held through the Ryleigh Gorman Trust, of which the Reporting Person's spouse is the sole trustee; and (b) a warrant to purcahse 701,490 shares of the Issuer Common Stock held through the John Joseph Gorman V Trust of which the Reporting Person's spouse is the sole trustee. Mr. Gorman no longer owns more than 50% of the outstanding stock of Tejas Incorporated and thus declaims any beneficial ownership of the warrant to purcahse 1,000,000 shares of Issuer Common Stock held by Tejas Incorporated. The filing of this Form 4 shall not be construed as an admission that Mr. Gorman is the beneficial owner of any of the securities of the Issuer mentioned in this footnote. |
/s/ John Joseph Gorman | 01/09/2006 | |
** 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. |