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)
03/04/2008
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, $.01 par value per share 03/04/2008 S 1,968 D $10.0002 84,941 I(1) By MLF Partners 100, L.P.(1)
Common Stock, $.01 par value per share 03/04/2008 S 32,262 D $10.0002 1,392,673 I(2) By MLF Partners, L.P.(2)
Common Stock, $.01 par value per share 03/04/2008 S 8,475 D $10.0002 365,846 I(3) MLF Offshore Fund II, Ltd(3)
Common Stock, $.01 par value per share 03/04/2008 S 7,295 D $10.0002 314,891 I(4) MLF Offshore Fund, Ltd(4)
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)
1. Name and Address of Reporting Person*
MLF PARTNERS 100 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)
Explanation of Responses:
1. Shares owned directly by MLF 100. MLF Capital, as the general partner of MLF 100, may be deemed to beneficially own the shares owned by MLF 100. MLF Holdings, as the general partner of MLF Capital may be deemed to beneficially own the shares owned by MLF 100. MLFI, as the investment advisor of MLF 100, may be deemed to beneficially own the shares owned by MLF 100. Mr. Feshbach, as the managing member of MLF Holdings and MLFI, may be deemed to beneficially own the shares owned by MLF 100. Each of Mr. Feschbach, MLFI, MLF Holdings and MLF Capital disclaims beneficial ownership of the shares owned by MLF 100 except to the extent of his or its pecuniary interest therein.
2. Shares owned directly by MLF Partners. MLF Capital, as the general partner of MLF Partners, may be deemed to beneficially own the shares owned by MLF Partners. MLF Holdings, as the general partner of MLF Capital may be deemed to beneficially own the shares owned by MLF Partners. MLFI, as the investment advisor of MLF Partners, may be deemed to beneficially own the shares owned by MLF Partners. Mr. Feshbach, as the managing member of MLF Holdings and MLFI, may be deemed to beneficially own the shares owned by MLF Partners. Each of Mr. Feschbach, MLFI, MLF Holdings and MLF Capital disclaims beneficial ownership of the shares owned by MLF Partners except to the extent of his or its pecuniary interest therein.
3. Shares owned directly by MLFOF II. MLFI, as the investment advisor of MLFOF II, may be deemed to beneficially own the shares owned by MLFOF II. Mr. Feshbach, as the managing member of MLFI, may be deemed to beneficially own the shares owned by MLFOF II. Each of Mr. Feschbach and MLFI disclaims beneficial ownership of the shares owned by MLFOF II except to the extent of his or its pecuniary interest therein.
4. Shares owned directly by MLFOF I. MLFI, as the investment advisor of MLFOF I, may be deemed to beneficially own the shares owned by MLFOF I. Mr. Feshbach, as the managing member of MLFI, may be deemed to beneficially own the shares owned by MLFOF I. Each of Mr. Feschbach and MLFI disclaims beneficial ownership of the shares owned by MLFOF I except to the extent of his or its pecuniary interest therein.
By: MLF Investments, LLC, By: /s/ Matthew L. Feshbach 03/06/2008
By: /s/ Matthew L. Feshbach 03/06/2008
By: MLF Offshore Portfolio Company, L.P., By: MLF Cayman G.P., Ltd., its general partner, By: MLF Capital Management, L.P., its sole shareholder, By: MLF Holdings, LLC, its general partner, By: /s/ Matthew L. Feshbach, its managing member 03/06/2008
By: MLF Cayman G.P., Ltd., By: MLF Capital Management, L.P., its sole shareholder, By MLF Holdings, LLC, its general partner, By: /s/ Matthew L. Feshbach, its managing member 03/06/2008
By: MLF Capital Management, L.P., By: MLF Holdings LLC, its general partner, By: /s/ Matthew L. Feshbach, its managing member 03/06/2008
By: MLF Partners, L.P., By: MLF Capital Management, L.P., its general partner, By: MLF Holdings, LLC, its general partner, By: /s/ Matthew L.Feshbach, its managing member 03/06/2008
By: MLF Holdings, LLC, By: /s/ Matthew L. Feshbach, its managing member 03/06/2008
By: MLF Offshore Fund, Ltd., By: MLF Investments, LLC, its investment adviser, By: /s/ Matthew L. Feshbach, its managing member 03/06/2008
By: MLF Offshore Fund II, Ltd., By: MLF Investments, LLC, its investment adviser, By: /s/ Matthew L. Feshbach, its managing member 03/06/2008
By: MLF Partners 100, L.P., By: MLF Capital Management, L.P., its general partner, By: MLF Holdings, LLC, its general partner, By: /s/ Matthew L. Feshbach, its managing member 03/06/2008
** 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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