| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Encompass Group Affiliates, Inc [ ECGA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2008 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Series E Preferred Stock | 08/01/2008 | P | 67.88(3) | A | $4,166.66 | 67.88(3) | I | By entities named in footnotes(1)(2) | ||
| Series E Preferred Stock | 08/13/2008 | P | 90.52(4) | A | $4,166.66 | 158.4(5) | I | By entities named in footnotes(1)(2) | ||
|
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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The securities reported as indirectly beneficially owned by the Reporting Person are directly beneficially owned by (i) Sankaty Credit Opportunities III, L.P. (which securities may also be deemed to be indirectly beneficially owned by Sankaty Credit Opportunities Investors III, LLC, as general partner of Sankaty Credit Opportunities III, L.P.); (ii) Sankaty Credit Opportunities II, L.P. (which securities may also be deemed to be indirectly beneficially owned by Sankaty Credit Opportunities Investors II, LLC, as general partner of Sankaty Credit Opportunities II, L.P.); and (iii) Prospect Harbor Credit Partners, L.P. (which securities may also be deemed to be indirectly beneficially owned by Prospect Harbor Investors, LLC, as general partner of Prospect Harbor Credit Partners, L.P.) |
| 2. The securities reported as indirectly beneficially owned by the Reporting Person may also be deemed to be indirectly beneficially owned by Sankaty Credit Member, LLC, as managing member of each of Sankaty Credit Opportunities Investors III, LLC, Sankaty Credit Opportunities Investors II, LLC and Prospect Harbor Investors, LLC. The Reporting Person is the managing member of Sankaty Credit Member, LLC. Pursuant to Instruction 4(b)(iv) of Form 4, each beneficial owner named herein has elected to report ownership of the entire number of securities owned by Sankaty Credit Opportunities III, L.P., Sankaty Credit Opportunities II, L.P. and Prospect Harbor Credit Partners, L.P., however each of them, including the Reporting Person, disclaims beneficial ownership of any securities, except to the extent of their pecuniary interest therein. |
| 3. Includes 46.75 shares purchased by Sankaty Credit Opportunities III, L.P., 14.03 shares purchased by Sankaty Credit Opportunities II, L.P. and 7.10 shares purchased by Prospect Harbor Credit Partners, L.P. on August 1, 2008. |
| 4. Includes 62.34 shares purchased by Sankaty Credit Opportunities III, L.P., 18.71 shares purchased by Sankaty Credit Opportunities II, L.P. and 9.47 shares purchased by Prospect Harbor Credit Partners, L.P. on August 13, 2008. |
| 5. Includes 109.09 shares held by Sankaty Credit Opportunities III, L.P., 32.74 shares held by Sankaty Credit Opportunities II, L.P. and 16.57 shares held by Prospect Harbor Credit Partners, L.P. |
| Remarks: |
| The Reporting Persons are 10% Owners of the Issuer when percentage ownership is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which requires that calculations be made for a stockholder assuming that such stockholder has converted its convertible securities but that no other stockholder has converted its convertible securities. The Issuer in its filings has taken a different approach to calculating percentage ownership, assuming full conversion of all outstanding securities convertible into Common Stock, pursuant to which the Reporting Person is not a 10% Owner. |
| /s/ Jonathan S. Lavine, Individually and as managing member of Sankaty Credit Member, LLC, managing member of Sankaty Credit Opportunities Investors III, LLC, general partner of Sankaty Credit Opportunities III, L.P. | 06/22/2010 | |
| /s/ Jonathan S. Lavine, as managing member of Sankaty Credit Member, LLC, managing member of Sankaty Credit Opportunities Investors II, LLC, general partner of Sankaty Credit Opportunities II, L.P. | 06/22/2010 | |
| /s/ Jonathan S. Lavine, as managing member of Sankaty Credit Member, LLC, managing member of Prospect Harbor Investors, LLC, general partner of Prospect Harbor Credit Partners, L.P. | 06/22/2010 | |
| ** 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. | ||