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
DUALSTAR TECHNOLOGIES CORP [ DSTR.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/27/2003 | ||||||||||||||||||||||||||
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 $0.01 per share | 10/27/2003 | J(1)(2) | 7,659,899(1)(2) | A | $0.83(1)(2) | 7,659,899(1)(2) | I(1)(2) | By limited liability company(1)(2) |
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 | ||||||||
Warrants (right to buy) | $4 | 10/27/2003 | J(1)(2) | 3,125,000(1)(2) | 08/08/1988(1)(2) | 12/31/2007 | Common Stock | 3,125,000(1)(2) | (1)(2) | 0(1)(2) | D |
Explanation of Responses: |
1. Pursuant to a Securities Purchase Agreement, dated as of October 27, 2003, by and between Madeleine, L.L.C., a New York limited liability company ("Madeleine"), and DualStar Technologies Corporation, a Delaware corporation (the "Company"), among other agreements, Madeleine exchanged all of the outstanding principal and accrued interest with respect to the senior secured indebtedness owed by the Company to Madeleine for (i) the 7,659,899 shares of common stock, par value $0.01, of the Company (the "Shares") reported on Table I to this Form 4 and (ii) the Company's interests in certain real estate and certain private cable television assets. The 7,659,899 Shares reported on Table I to this Form 4 were issued to Madeleine in consideration for the forgiveness of $6,333,846 of the total senior secured indebtedness owed by the Company to Madeleine. |
2. In connection with the transaction described above, upon consummation of such transaction, an affiliate of Madeleine, DSTR Warrant Co., LLC ("DSTR"), surrendered for cancellation warrants to purchase up to 3,125,000 Shares, which includes warrants subject to a certain Participation Agreement, dated as of November 8, 2000, by and among Madeleine, DSTR and Technology Investors Group, L.L.C., as reported on Table II to this Form 4. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Company owned by Madeleine and DSTR. Thus, for the purposes of Reg. Section 240.13d-3, as of October 27, 2003, Stephen Feinberg is deemed to beneficially own 7,659,899 Shares. Stephen Feinberg's interest in the securities reported herein is limited to the extent of his pecuniary interest in Madeleine and DSTR, if any. |
/s/ Stephen Feinberg | 11/14/2003 | |
** 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. |