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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REGISTER COM INC [ RCOM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/06/2005 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/02/2005 | P | 40,000(1)(3) | A | $6.5(2) | 472,635(3) | I(3) | By BCEP, BCOF and Managed Account(3) | ||
Common Stock | 06/02/2005 | P | 960(3)(4) | A | $6.43(2) | 473,595(3) | I(3) | By BCEP, BCOF and Managed Account(3) | ||
Common Stock | 06/02/2005 | P | 66,248(3)(5) | A | $6.49(2) | 539,843(3) | I(3) | By BCEP, BCOF and Managed Account(3) | ||
Common Stock | 06/02/2005 | P | 25,600(3)(6) | A | $6.56(2) | 565,443(3)(7) | I(3)(7) | By BCEP, BCOF and Managed Account(3)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. (i) 8,000 of these shares are owned by Barington Companies Equity Partners, L.P. ("BCEP"). Mr. Mitarotonda is the managing member of Barington Companies Investors, LLC, the general partner of BCEP and, as such, has the power to vote and dispose of those shares owned by BCEP; (ii) 12,000 of these shares are owned by Barington Companies Offshore Fund, Ltd. ("BCOF"). Mr. Mitarotonda is the manager of BCOF and, as such, has the power to vote and dispose of those shares owned by BCOF; and (iii) 20,000 of these shares are owned by Millenco, L.P. ("Millenco"). Pursuant to an account management agreement, Barington Companies Advisors, LLC ("BCA") manages an investment account on behalf of Millenco. Mr. Mitarotonda is the sole stockholder of the general partner of the managing member of BCA and, accordingly, shares beneficial ownership of the shares owned by Millenco. |
2. This amendment is being filed to provide actual, rather than average, trading prices. |
3. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
4. (i) 192 of these shares are owned by BCEP. Mr. Mitarotonda is the managing member of Barington Companies Investors, LLC, the general partner of BCEP and, as such, has the power to vote and dispose of those shares owned by BCEP; (ii) 288 of these shares are owned by BCOF. Mr. Mitarotonda is the manager of BCOF and, as such, has the power to vote and dispose of those shares owned by BCOF; and (iii) 480 of these shares are owned by Millenco. Pursuant to an account management agreement, BCA manages an investment account on behalf of Millenco. Mr. Mitarotonda is the sole stockholder of the general partner of the managing member of BCA and, accordingly, shares beneficial ownership of the shares owned by Millenco. |
5. (i) 13,250 of these shares are owned by BCEP. Mr. Mitarotonda is the managing member of Barington Companies Investors, LLC, the general partner of BCEP and, as such, has the power to vote and dispose of those shares owned by BCEP; (ii) 19,874 of these shares are owned by BCOF. Mr. Mitarotonda is the manager of BCOF and, as such, has the power to vote and dispose of those shares owned by BCOF; and (iii) 33,124 of these shares are owned by Millenco. Pursuant to an account management agreement, BCA manages an investment account on behalf of Millenco. Mr. Mitarotonda is the sole stockholder of the general partner of the managing member of BCA and, accordingly, shares beneficial ownership of the shares owned by Millenco. |
6. (i) 5,120 of these shares are owned by BCEP. Mr. Mitarotonda is the managing member of Barington Companies Investors, LLC, the general partner of BCEP and, as such, has the power to vote and dispose of those shares owned by BCEP; (ii) 7,680 of these shares are owned by BCOF. Mr. Mitarotonda is the manager of BCOF and, as such, has the power to vote and dispose of those shares owned by BCOF; and (iii) 12,800 of these shares are owned by Millenco. Pursuant to an account management agreement, BCA manages an investment account on behalf of Millenco. Mr. Mitarotonda is the sole stockholder of the general partner of the managing member of BCA and, accordingly, shares beneficial ownership of the shares owned by Millenco. |
7. (i) 431,741 of these shares are owned by BCEP; (ii) 67,298 of these shares are owned by BCOF; and (iii) 66,404 of these shares are owned by Millenco. |
Remarks: |
James A. Mitarotonda | 06/09/2005 | |
** 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). | ||
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. |