4 1 y66049ae4.htm FORM 4 MIZERAK, JOYCE S.
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o 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* (Last, First, Middle)		 2. Issuer Name and Ticker or
Trading Symbol		 3. I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)
  Mizerak, Joyce S.
  Hanover Capital Mortgage Holdings, Inc. HCM
 
  c/o Hanover Capital Partners, Ltd.
100 Metroplex Drive, Suite 301
4. Statement for (Month/Day/Year) 5. If Amendment, Date of Original (Month/Day/Year)
    11/20/02
 
  (Street) 6. Relationship of Reporting Person(s) to Issuer (Check All Applicable) 7. Individual or Joint/Group Filing
(Check Applicable Line)
  Edison, NJ 08817
(City)                (State)           (Zip)		   x  Director o  10% Owner   x Form filed by One Reporting Person
    x  Officer (give title below)   o Form filed by More than One Reporting Person
    o  Other (specify below)  
       
     
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).
 

 

 
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
Transactions(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   11/20/02   S   3142   D 7.75     119,348     D  
                     
                     
                     
                     
                     
                     
                   
                   
                   

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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)
                      Code V   (A) (D)
  Rights to acquire            
  Options (rights to acquire)            
             
  Options*   4.625          
  Options**   3.875          
             
             
             
             
             

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)
6. Date Exercisable and
Expiration Date
(Month/Day/Year)		 7. Title and Amount
of Underlying Securities
(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 of
Derivative Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
  Date
Exercisable		 Expiration
Date		   Title Amount or
Number of
Shares		                        
    Common Stock 32,500         32,500     D  
    Common Stock 43,029         43,029     D  
                 
  * *   Common Stock 35,000         35,000     D  
  ** **   Common Stock 34,440         34,440     D  
                 
                 
                 
                 
                 

Explanation of Responses:

* Grant of options exercisable as follows: 1/3 at 8/29/00, 1/3 at 8/29/01, 1/3 at 8/29/02 and shall expire one day less than ten years from the grant date.

** Grant of options exercisable as follows: 1/3 at 5/18/01, 1/3 at 5/18/02, 1/3 at 5/18/03, options expire 5/17/10

Joyce S. Mizerak by John Lanahan, Attorney-in-fact.   11/21/02
**Signature of Reporting Person		  
Date

**   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.
 

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POWER OF ATTORNEY

       Know all by these presents, that the undersigned, Joyce S. Mizerak, hereby makes, constitutes and appoints each of John F. Lanahan and J. Holly Loux, each acting individually, as her true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

       (1)  prepare, execute, acknowledge, deliver and file any and all Forms 3, 4, and 5 (including any amendments thereto), with the United States Securities and Exchange Commission, any national securities exchanges and Hanover Capital Mortgage Holdings, Inc. (the “Company”), as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

       (2)  seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

       (3)  do and perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing, it being understood, that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in [his/her] discretion.

       The undersigned acknowledges that:

       (1)  this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information, and nothing in this Power of Attorney relieves the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act; and

       (2)  neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

       The undersigned hereby gives and grants each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each

 

 

such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

       The undersigned also agrees to indemnify and hold harmless the Company and each attorney-in-fact against any losses, claims, damages, or liabilities (or actions in these respects) that arise out of or are based upon any untrue statement or omission of necessary facts in the information provided by the undersigned to the attorney-in-fact for purposes of preparing, executing, acknowledging, delivering and filing Forms 3, 4, and 5 (including any amendments thereto), and agrees to reimburse the Company and the attorney-in-fact herein for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

       The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein.

       This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this            day of                     ,           .

     
    /s/
   
    Joyce S. Mizerak
                         
STATE OF NEW JERSEY
     )                  
 
     )                  
COUNTY OF MIDDLESEX
     )                  

       On this       day of                     ,      , Joyce S. Mizerak personally appeared before me, and acknowledged that she executed the foregoing instrument for the purposes therein contained.

       IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

         
   
Notary Public
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