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*
KNOTT DAVID M

(Last) (First) (Middle)
485 UNDERHILL BLVD
STE 205

(Street)
SYOSSET NY 11791-3419

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CORGI INTERNATIONAL LTD [ CRGI ]
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)
08/27/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 08/27/2007 P 23,300 A $5.38(1) 310,966 I By Knott Partners, L.P.(2)(4)
Common Stock 08/27/2007 P 24,200 A $5.38(1) 208,183 I By Shoshone Partners, L.P.(2)(4)
Common Stock 08/27/2007 P 2,500 A $5.38(1) 59,367 I By Managed Accounts(3)(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
Warrant to purchase Common Stock $5 08/27/2007 O 23,300 12/20/2006 12/19/2008 Common Stock 23,300 $0 63,000 I By Knott Partners, L.P.(2)(4)
Warrant to purchase Common Stock $5 08/27/2007 O 24,200 12/20/2006 12/19/2008 Common Stock 24,200 $0 30,995 I By Shoshone Partners, L.P.(2)(4)
Warrant to purchase Common Stock $5 08/27/2007 O 2,500 12/20/2006 12/19/2008 Common Stock 2,500 $0 14,560 I By Managed Accounts(3)(4)
Warrant to purchase Common Stock $6 08/27/2007 P 11,650 08/27/2007 12/19/2008 Common Stock 11,650 $2.4(5) 11,650 I By Knott Partners, L.P.(2)(4)
Warrant to purchase Common Stock $6 08/27/2007 P 12,100 08/27/2007 12/19/2008 Common Stock 12,100 $2.4(5) 12,100 I By Shoshone Partners, L.P.(2)(4)
Warrant to purchase Common Stock $6 08/27/2007 P 1,250 08/27/2007 12/19/2008 Common Stock 1,250 $2.4(5) 1,250 I By Managed Accounts(3)(4)
Explanation of Responses:
1. Includes a $0.38 imputed acquisition cost per warrant exercised to acquire these shares. Each warrant was acquired as part of a unit consisting of one (1) share and three-tenths (3/10) warrant.
2. The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., and (ii) the managing general partner of Knott Partners, L.P.
3. This entry represents securities of the issuer held by institutional managed accounts for which Dorset Management Corporation provides investment management services (the "Managed Accounts").
4. As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in securities in this entry as a result of a performance related fee. Except with respect to Knott Partners, L.P. and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Shoshone Partners, L.P., and the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.
5. One-half (1/2) warrant was acquired as partial consideration for the $5.00 out-of-the-money exercise of each warrant whose exercise is described above. The closing price of the Common Stock on 8/27/2007 was $3.80 per share.
/s/ David M. Knott 08/29/2007
** 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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