SEC FORM 4

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^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
21ST CENTURY HOLDING CO [ TCHC ]

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)
12/10/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	10/01/2004		S		1,000	D	$11.23	887,006	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	10/04/2004		S		1,700	D	$11.1	885,306	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	10/05/2004		S		191	D	$10.9	885,115	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	10/06/2004		S		3,200	D	$10.87	881,915	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽²⁾	10/06/2004		S		1,000	D	$10.86	880,915	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽⁴⁾	10/06/2004		S		1,000	D	$10.86	879,915	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	10/08/2004		S		1,000	D	$10.98	878,915	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽³⁾	10/08/2004		S		1,000	D	$10.95	877,915	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	10/12/2004		S		1,900	D	$10.93	876,015	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	10/14/2004		S		2,410	D	$10.89	873,605	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽³⁾	10/14/2004		S		1,000	D	$10.91	872,605	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	10/15/2004		S		3,000	D	$10.61	869,605	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	10/19/2004		S		2,585	D	$10.27	867,020	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	10/26/2004		S		1,100	D	$10.62	863,460.75	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	11/01/2004		J		18,453⁽⁵⁾	A	$10.1156	880,278	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽²⁾	11/01/2004		J		18,453⁽⁵⁾	A	$10.1156	898,731	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽³⁾	11/01/2004		J		9,227⁽⁵⁾	A	$10.1156	907,958	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	12/10/2004		S		3,400⁽⁵⁾	D	$13.0318	904,558	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Redeemable Warrants (Right to Buy)⁽¹⁾	$12.74	10/21/2004		S			900	07/31/2003	07/31/2006	Common Stock	675	$2.75	477,228	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Redeemable Warrants (Right to Buy)⁽¹⁾	$12.74	10/26/2004		S			1,379	07/31/2003	07/31/2006	Common Stock	1,034.25	$2.9	475,849	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Redeemable Warrants (Right to Buy)⁽²⁾	$12.74	10/26/2004		S			1,000	07/31/2003	07/31/2006	Common Stock	750	$2.9	474,849	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Redeemable Warrants (Right to Buy)⁽¹⁾	$12.74	10/27/2004		S			281	07/31/2003	07/31/2006	Common Stock	210.75	$3.1	474,568	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Redeemable Warrants (Right to Buy)⁽³⁾	$12.74	10/28/2004		S			1,500	07/31/2003	07/31/2006	Common Stock	1,125	$2.9	473,068	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Redeemable Warrants (Right to Buy)⁽³⁾	$12.74	11/01/2004		S			400	07/31/2003	07/31/2006	Common Stock	300	$2.82	472,668	I	Refer footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WHITEBOX INTERMARKET PARTNERS LP

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WHITEBOX INTERMARKET FUND LP

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Whitebox Intermarket Fund, Ltd.

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

AJR Financial, LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pandora Select Advisors, LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pandora Select Partners, L.P.

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pandora Select Fund, L.P.

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PANDORA SELECT FUND LTD

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reporting Person is Whitebox Convertible Arbitrage Partners, L.P. ("WCAP").

2. Reporting Person is Whitebox Hedged High Yield Partners, L.P. ("WHHYP").

3. Reporting Person is Pandora Select Partners, L.P. ("PSP").

4. Reporting Person is Whitebox Intermarket Partners, L.P. ("WIP").

5. Restricted stock received as interest payment pursuant to the 6% Senior Subordinated Notes entered into between Company and the reporting person.

6. The general partner of WCAP, is Whitebox Convertible Arbitrage Advisors, LLC ("WCAA"), which manages accounts for the benefit of its clients WCAP, Whitebox Convertible Arbitrage Fund, L.P. ("WCAFLP") and Whitebox Convertible Arbitrage Fund, Ltd. ("WCAFLTD"); the general partner of WHHYP is Whitebox Hedged High Yield Advisors, LLC ("WHHYA"), which manages accounts for the benefit of its clients WHHYP, Whitebox Hedged High Yield Fund, L.P. ("WHYYFLP") and Whitebox Hedged High Yield Fund, Ltd. ("WHHYFLTD"); the general partner of WIP is Whitebox Intermarket Advisors, LLC ("WIA"), which manages accounts for the benefit of its clients WIP, Whitebox Intermarket Fund, L.P. ("WIFLP") and Whitebox Intermarket Fund, Ltd. ("WIFLTD"). The managing member and controlling owner of each of WCAA, WHHYA and WIA is Whitebox Advisors, LLC. (Cont. in footnote 7)

7. The general partner of PSP is Pandora Select Advisors, LLC ("PSA"), which manages accounts for the benefit of its clients PSP, Pandora Select Fund, L.P. ("PSFLP")and Pandora Select Fund, Ltd. ("PSFLTD"). The managing member and controlling owner of PSA is AJR Financial, LLC. Whitebox Advisors, LLC and AJR Financial, LLC each have the same sole owner and managing member. (Cont. in footnote 8)

8. Based on the relationships described herein, these entities may be deemed to constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that Whitebox Advisors, LLC, AJR Financial, LLC, WCCA, WHHYA, WIA, PSA, WCAP, WHHYP, WIP, PSP, WCAFLP, WHHYFLP, WIFLP, PSFLP, WCAFLTD, WHHYFLTD, WIFLTD and PSFLTD are a group, or have agreed to act as a group. Whitebox Advisors, LLC, AJR Financial, LLC, WCCA, WHHYA, WIA, PSA, WCAP, WHHYP, WIP, PSP, WCAFLP, WHHYFLP, WIFLP, PSFLP, WCAFLTD, WHHYFLTD, WIFLTD and PSFLTD each disclaim beneficial ownership of such shares of common stock except to the extent of their pecuniary interest in such shares.

	/s/ Jonathan D. Wood, Chief Financial Officer for Whitebox Advisors, LLC	01/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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