FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/18/2010 |
3. Issuer Name and Ticker or Trading Symbol
ROOMLINX INC [ RMLX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 595,893 | I | See Footnotes(1)(2)(3)(4)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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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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. This Form is filed on behalf of: Verition Fund Management LLC ("Verition"), Nicholas Maounis, Arceus Partnership ("Arceus"), Ricky Solomon, Theodore Hagan, and Josh Goldstein, and relates to shares held for the accounts of Verition Multi-Strategy Master Fund Ltd. (the "Fund"), Wilmot Advisors LLC ("Wilmot"), Arceus, Mr. Solomon, Mr. Hagan, and Mr. Goldstein. Verition serves as the investment manager to the Fund and Wilmot. In such capacity, Verition may be deemed to have voting and dispositive power over the shares held for the Fund and Wilmot. Mr. Maounis is the managing member of Verition. Arceus, Mr. Solomon, Mr. Hagan, and Mr. Goldstein each hold shares in their name and may be deemed to have voting and dispositive power over only the shares held in their name. Each of the Reporting Persons disclaims beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934 except as to the extent of such Reporting Person's individual pecuniary interest therein. |
2. 540,213 shares of the reported securities may be deemed beneficially owned by Verition Fund Management LLC (the "Investment Manager") and Nicholas Maounis, the managing member of the Investment Manager. Mr. Maounis disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in the securities owned by Verition Fund Management LLC except to the extent, if any, of his pecuniary interest therein. |
3. 23,180 shares of the reported securities may be deemed beneficially owned by Ricky Solomon. Mr. Solomon is reflected herein as a Reporting Person out of an abundance of caution as Reporting Persons entered into a private transaction to acquire shares of the issuer, and hereby disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in the securities owned by the other Reporting Persons. |
4. 27,500 shares of the reported securities may be deemed beneficially owned by Arceus Partnership. Arceus Partnership is reflected herein as a Reporting Person out of an abundance of caution as Reporting Persons entered into a private transaction to acquire shares of the issuer, and hereby disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in the securities owned by the other Reporting Persons. |
5. 2,500 shares of the reported securities may be deemed beneficially owned by Theodore Hagan. Mr. Hagan is reflected herein as a Reporting Person out of an abundance of caution as Reporting Persons entered into a private transaction to acquire shares of the issuer, and hereby disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in the securities owned by the other Reporting Persons. |
6. 2,500 shares of the reported securities may be deemed beneficially owned by Josh Goldstein. Mr. Goldstein is reflected herein as a Reporting Person out of an abundance of caution as Reporting Persons entered into a private transaction to acquire shares of the issuer, and hereby disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in the securities owned by the other Reporting Persons. |
/s/ Ted Hagan, CFO, Verition Fund Management LLC | 08/27/2010 | |
/s/ Manos Vourkoutiotis, Partner, Arceus Partnership | 08/27/2010 | |
/s/ Nicholas Maounis | 08/27/2010 | |
/s/ Ricky Solomon | 08/27/2010 | |
/s/ Theodore Hagan | 08/27/2010 | |
/s/ Josh Goldstein | 08/27/2010 | |
** 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 5 (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. |