X0202 4 2006-07-13 0 0001048685 METALICO INC MEA 0000903106 RFE MANAGEMENT CORP C/O RFE MANAGEMENT CORP. 36 GROVE STREET NEW CANAAN CT 06840 0 0 1 0 0001319564 RFE Investment Partners V, L.P. C/O RFE MANAGEMENT CORP. 36 GROVE STREET NEW CANAAN CT 06840 0 0 1 0 0001319567 RFE Associates V, L.P. C/O RFE MANAGEMENT CORP. 36 GROVE STREET NEW CANAAN CT 06840 0 0 1 0 0001145246 FOSTER MICHAEL J C/O RFE MANAGEMENT CORP. 36 GROVE STREET NEW CANAAN CT 06840 0 0 1 0 0001319570 Landis Howard C C/O RFE MANAGEMENT CORP. 36 GROVE STREET NEW CANAAN CT 06840 0 0 1 0 0001319568 Parsons James A C/O RFE MANAGEMENT CORP. 36 GROVE STREET NEW CANAAN CT 06840 0 0 1 0 Common Stock 2006-07-13 4 C 0 500000 A 500000 I See footnote Preferred Stock 2006-07-13 4 C 0 500000 0 D Common Stock 500000 4017561 I See footnote The shares of Preferred Stock were converted on a 1 for 1 basis and had no expiration date. Shares are held directly by RFE Investment Partners V, L.P. ("RFE V"). RFE Associates V, L.P. ("RFE Associates") is the general partner of RFE V, and RFE Management Corp. ("RFE Management") is an investment manager. Messrs. Michael J. Foster, Howard C. Landis and James A. Parsons are general partners of RFE Associates and officers and/or directors of RFE management. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person and this report shall not be deemed an admission that such Reporting person is the beneficial owner of any such securities for purposes of Section 16 or for an other purpose. /s/ Donald Juricic, by power of attorney, for RFE Magagement Corp. 2006-07-27 /s/ Donald Juricic, by power of attorney, for RFE Investment Partners V, L.P. 2006-07-27 /s/ Donald Juricic, by power of attorney, for RFE Associates V, L.P. 2006-07-27 /s/ Donald Juricic, by power of attorney, for Michael J. Foster 2006-07-27 /s/ Donald Juricic, by power of attorney, for Howard C. Landis 2006-07-27 /s/ Donald Juricic, by power of attorney, for James A. Parsons 2006-07-27