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
DIEDRICH COFFEE INC [ DDRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/17/2009 | ||||||||||||||||||||||||||
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 | 04/17/2009 | J(1) | 450,000 | D | $0 | 2,444,043(2) | I | See Note(3) | ||
Common Stock | 04/17/2009 | J(1) | 450,000 | D | $0 | 1,573,604(4) | D(5) |
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 to Purchase Common Stock | $1.6 | 04/17/2009 | J(6) | 300,000 | 08/26/2008 | 08/26/2013 | Common Stock | 300,000 | $0 | 1,617,000(7) | I | See Note(8) |
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. On April 17, 2009, 450,000 shares of common stock were transferred from Sequoia Enterprises, L.P. to WF Trust, an irrevocable trust of which Mr. Heeschen is sole trustee. |
2. Includes (i) 1,573,604 shares of common stock of the issuer held by Sequoia Enterprises, L.P.; (ii) 419,268 shares of common stock of the issuer held by D.C.H., L.P.; (iii) 450,000 shares of common stock of the issuer held by WF Trust; (iv) 921 shares of common stock of the issuer held by Mr. Heeschen; and (v) 250 shares of common stock of the issuer held by the Paul C. Heeschen Revocable Living Trust. |
3. Mr. Heeschen, Sequoia Enterprises, L.P., D.C.H., L.P., and WF Trust are the beneficial owners of such shares. Mr. Heeschen is the sole general partner of Sequoia Enterprises, L.P. and D.C.H., L.P. with sole voting and investment power as to all of the shares held by Sequoia Enterprises, L.P. and D.C.H., L.P. and the sole trustee with sole voting and investing power as to all of the shares held by WF Trust and the Paul C. Heeschen Revocable Living Trust. |
4. Includes 1,573,604 shares of common stock of the issuer held by Sequoia Enterprises, L.P. and excludes 450,000 shares of common stock of the issuer that were transferred from Sequoia Enterprises, L.P. to WF Trust on April 17, 2009. |
5. The common stock of the issuer is owned directly by Sequoia Enterprises, L.P., a greater than 10% owner of the issuer, and indirectly by Paul C. Heeschen, the sole general partner of Sequoia Enterprises, L.P. Mr. Heeschen is also the chairman of the board of directors of the issuer. |
6. On April 17, 2009, 300,000, warrants to purchase common stock were transferred to WF Trust, an irrevocable trust of which Mr. Heeschen is sole trustee. |
7. Includes a warrant to purchase 250,000 shares of common stock of the issuer (which was issued to Sequoia Enterprises, L.P. on May 8, 2001) and a warrant to purchase 1,367,000 shares of common stock of the issuer (which was issued to Sequoia Enterprises, L.P. on August 26, 2008) and excludes a warrant to purchase 300,000 shares of common stock that was transferred to WF Trust on April 17, 2009. |
8. The warrants are owned directly by Sequoia Enterprises, L.P., a greater than 10% owner of the issuer, and indirectly by Paul C. Heeschen, the sole general partner of Sequoia Enterprises, L.P. Mr. Heeschen is also the chairman of the board of directors of the issuer. |
/s/ Paul C. Heeschen | 04/21/2009 | |
/s/ Paul C. Heeschen, as General Partner, Sequoia Enterprises, L.P. | 04/21/2009 | |
** 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. |