| 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
FIRST AVENUE NETWORKS INC [ FRNS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/30/2004 |
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 $.001 per share | 01/28/2004 | P | 625,000(1) | A | (1) | 3,701,647(3)(4) | I | Through a partnership and managed accounts(3)(4) | ||
| Common Stock, par value $.001 per share | 01/29/2004 | J(2) | 71 | A | (2) | 3,701,718(3)(4) | I | Through a partnership and managed accounts(3)(4) | ||
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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 | ||||||||
| Common Stock Purchase Warrants | $1.84 | 01/28/2004 | P | 625,000(1) | 01/28/2004 | 01/28/2009 | Common Stock, par value $.001 per share | 625,000(1) | (1) | 1,672,140(3)(4) | I | Through a partnership and managed accounts(3)(4) | |||
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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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. The Common Stock and Common Stock Purchase Warrants reported herein were purchased in a private transaction with the issuer at a purchase price of $3.60 for a share of Common Stock plus one Stock Purchase Warrant. Of the 625,000 shares and 625,000 warrants reported in Table I and Table II, respectively, Aspen Partners, a series of Aspen Capital Partners LP, a Delaware limited partnership (the "Partnership") purchased 412,104 shares and 412,104 warrants, and private institutional accounts managed by Aspen Advisors LLC, a Delaware limited liability company (the "Advisor") purchased 212,896 shares and 212,896 warrants. The Advisor also acts as the investment manager of the Partnership. Aspen Capital LLC, a Delaware limited liability company (the "General Partner") is the general partner of the Partnership. |
| 2. Such shares were issued as an additional distribution pursuant to the Issuers' plan of reorganization, without payment of additional consideration. The reporting persons were not informed that such shares had been credited to their accounts until February 26, 2004. |
| 3. Of such 3,701,718 shares and 1,672,140 warrants, Partnership owns 2,597,080 shares (including 92,634 shares and 52 shares distributed on 12/23/03 and 1/29/04, respectively, under the issuer's plan or reorganization) and 1,174,383 warrants. The General Partner may be deemed to share beneficial ownership of such shares and warrants. The remaining 1,104,638 shares and 497,757 warrants are owned by private clients of the Advisor (including 34,201 shares and 19 shares distributed on 12/23/03 and 1/29/04, respectively). Partnership and the General Partner disclaim any beneficial interest in the securities owned by the private accounts, and the General Partner disclaims any beneficial interest in the securities owned by the Partnership in excess of a 1.63% pecuniary interest therein, calculated in accordance with Rules 16a-1(a)(2) and (a)(3). Amounts in notes 1 and 3 reflect subsequent allocation of securities by the Partnership to managed accounts established for certain limited partners |
| 4. Mr. Nikos Hecht is the managing member of the General Partner and of the Advisor and, by virtue of such status, may be deemed the beneficial owner of the shares and warrants held by the Partnership and the private institutional clients. The Advisor disclaims any beneficial interest in the shares and warrants owned by the Partnership and the private institutional accounts. Mr. Hecht disclaims any beneficial interest in the shares and warrants owned by the Partnership and the private institutional accounts other than a 1.01% pecuniary interest in the shares and warrants owned by the Partnership, calculated in accordance with Rules 16a-1(a)(2) and (a)(3). Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Aspen Advisors LLC, by Nikos Hecht, Managing Member | 03/04/2004 | |
| Aspen Partners Series A, a series of Aspen Capital Partners, LP by Aspen Capital LLC, General Partner, by Nikos Hecht, Managing Member | 03/04/2004 | |
| Aspen Capital LLC by Nikos Hecht, Managing Member | 03/04/2004 | |
| Nikos Hecht | 03/04/2004 | |
| ** 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. | ||