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*
MLF INVESTMENTS LLC

(Last) (First) (Middle)
455 N. INDIAN ROCKS RD.
SUITE B

(Street)
BELLEAIR BLUFFS FL 33770

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMBASSADORS INTERNATIONAL INC [ AMIE ]
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)
09/22/2006
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, $.01 par value per share 09/22/2006 P 14,035 A $32.46 1,511,844 I MLF Offshore and MLF Partners, L.P.(1)
Common Stock, $.01 par value per share 09/22/2006 P 3,641 A $32.46 374,321 I MLF Offshore Fund II, Ltd(2)
Common Stock, $.01 par value per share 09/22/2006 P 2,324 A $32.46 322,186 I MLF Offshore Fund, Ltd(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
1. Name and Address of Reporting Person*
MLF INVESTMENTS LLC

(Last) (First) (Middle)
455 N. INDIAN ROCKS RD.
SUITE B

(Street)
BELLEAIR BLUFFS FL 33770

(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*
FESHBACH MATTHEW L

(Last) (First) (Middle)
455 N. INDIAN ROCKS RD, SUITE B

(Street)
BELLEAIR BLUFFS FL 33770

(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*
MLF OFFSHORE PORTFOLIO CO LP

(Last) (First) (Middle)
C/O TRIDENT TRUST COMPANY (CAYMAN) LTD
ONE CAPITAL PLACE, PO BOX 847GT

(Street)
GRAND CAYMAN, CAYMAN ISLANDS

(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*
MLF CAYMAN GP LTD

(Last) (First) (Middle)
C/O TRIDENT TRUST COMPANY (CAYMAN) LTD.
ONE CAPITAL PLACE, PO BOX 847GT

(Street)
GRAND CAYMAN, CAYMAN ISLANDS

(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*
MLF CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
455 N. INDIAN ROCKS RD, SUITE B

(Street)
BELLEAIR BLUFFS FL 33770

(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*
MLF PARTNERS L P

(Last) (First) (Middle)
455 N. INDIAN ROCKS RD, SUITE B

(Street)
BELLEAIR BLUFFS FL 33770

(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*
MLF Holdings LLC

(Last) (First) (Middle)
455 N. INDIAN ROCKS RD, SUITE B

(Street)
BELLEAIR BLUFFS FL 33770

(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*
MLF Offshore Fund Ltd

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LTD
ONE CAPITAL PLACE, PO BOX 847GT

(Street)
GRAND CAYMAN, CAYMAN ISLANDS

(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*
MLF Offshore Fund II Ltd

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LTD
ONE CAPITAL PLACE, PO BOX 847GT

(Street)
GRAND CAYMAN, CAYMAN ISLANDS

(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. This Form 4 is jointly filed by MLF Investments, LLC (MLFI), Matthew L. Feshbach, MLF Partners, L.P. (MLFP), MLF Offshore Portfolio Company, L.P. (MLF Offshore), MLF Offshore Fund, Ltd. (MLFOF I), MLF Offshore Fund II, Ltd. (MLFOF II), MLF Cayman GP, Ltd. (MLF Cayman), MLF Capital Management L.P. (MLFC), and MLF Holdings LLC (MLFH). MLFI, MLFP, MLFH, MLFC and Mr. Feshbach are deemed to be 10% owners of the Issuer. These securities are owned directly by MLFP and owned indirectly by (i) MLFC by virtue of it being the general partner of MLFP, (II) MLFH by virtue of its being the general partner of MLFC, (iii) by MLFI by virtue of it being the investment advisor/manager of MLFP and (iv) by Mr. Feshbach by virtue of his postion as the managing member of MLFI. Each of MLFI, Mr. Feshbach, MLFC and MLFH disclaims beneficial ownership of the shares owned by MLFP except to the extent of their respective pecuniary interests therein.
2. This Form 4 is jointly filed by MLF Investments, LLC (MLFI), Matthew L. Feshbach, MLF Partners, L.P. (MLFP), MLF Offshore Portfolio Company, L.P. (MLF Offshore), MLF Offshore Fund, Ltd. (MLFOF I), MLF Offshore Fund II, Ltd. (MLFOF II), MLF Cayman GP, Ltd. (MLF Cayman), MLF Capital Management L.P. (MLFC), and MLF Holdings LLC (MLFH). MLFI, MLFP, MLFH, MLFC and Mr. Feshbach are deemed to be 10% owners of the Issuer. These securities are owned directly by MLFOF II and owned indirectly by (i) MLFI by virtue of it being the investment adviser of MLFOF II and (ii) by Mr. Feshbach by virtue of his position as the managing member of MLFI. Each of MLFI and Mr. Feshbach disclaims beneficial ownership of the shares owned by MLFOF II except to the extent of their respective pecuniary interests therein.
3. This Form 4 is jointly filed by MLF Investments, LLC (MLFI), Matthew L. Feshbach, MLF Partners, L.P. (MLFP), MLF Offshore Portfolio Company, L.P. (MLF Offshore), MLF Offshore Fund, Ltd. (MLFOF I), MLF Offshore Fund II, Ltd. (MLFOF II), MLF Cayman GP, Ltd. (MLF Cayman), MLF Capital Management L.P. (MLFC), and MLF Holdings LLC (MLFH). MLFI, MLFP, MLFH, MLFC and Mr. Feshbach are deemed to be 10% owners of the Issuer. These securities are owned directly by MLFOF I and owned indirectly by (i) MLFI by virtue of it being the investment adviser of MLFOF I and (ii) by Mr. Feshbach by virtue of his position as the managing member of MLFI. Each of MLFI and Mr. Feshbach disclaims beneficial ownership of the shares owned by MLFOF I except to the extent of their respective pecuniary interests therein.
By: MLF Investments, LLC, By: /s/ Matthew L. Feshbach 09/25/2006
By: /s/ Matthew L. Feshbach 09/25/2006
By: By: MLF Cayman G.P., Ltd., its general partner, By: /s/ MLF Capital Management, L.P., its sole shareholder, By: MLF Holdings, LLC, its general partners, By: /s/ Matthew L. Feshbach, its President 09/25/2006
By: By: /s/ MLF Capital Management, L.P., its sole shareholder, By: /s/ Matthew L. Feshbach, its President 09/25/2006
By: By: MLF Holdings LLC, its general partner, By: /s/ Matthew L. Feshbach, Managing Member 09/25/2006
By: By: MLF Capital Management, L.P., its general partner, By: MLF Holdings, LLC, its general partner, By: /s/ Matthew L.Feshbach, its President 09/25/2006
By: MLF Holdings LLC, /s/ Matthew L. Feshbach, Managing Member 09/25/2006
By: By: MLF Investments, LLC, its investment adviser, By: /s/ Matthew L. Feshbach, its managing member 09/25/2006
By: By: MLF Investments, LLC, its investment adviser, By: /s/ Matthew L. Feshbach, its managing member 09/25/2006
** 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.
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