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^*

BAYSTAR CAPITAL II LP

(Last)

(First)

(Middle)

C/O BAYSTAR CAPITAL MANAGEMENT, LLC

80 E SIR FRANCIS DRAKE BLVD, SUITE 2B

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCO GROUP INC [ SCOX ]

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)
11/23/2004

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	11/23/2004		S		3,000	D	$3.5	1,869,653⁽¹⁾	D
Common Stock	11/23/2004		S		3,000	D	$3.5	1,869,653⁽²⁾	I	(2)
Common Stock	11/23/2004		S		3,000	D	$3.5	1,869,653⁽³⁾	I	(3)
Common Stock	11/23/2004		S		3,000	D	$3.5	1,869,653⁽⁴⁾	I	(4)
Common Stock	11/23/2004		S		3,000	D	$3.5	1,869,653⁽⁵⁾	I	(5)
Common Stock	11/23/2004		S		3,000	D	$3.502	1,866,653⁽¹⁾	D
Common Stock	11/23/2004		S		3,000	D	$3.502	1,866,653⁽²⁾	I	(2)
Common Stock	11/23/2004		S		3,000	D	$3.502	1,866,653⁽³⁾	I	(3)
Common Stock	11/23/2004		S		3,000	D	$3.502	1,866,653⁽⁴⁾	I	(4)
Common Stock	11/23/2004		S		3,000	D	$3.502	1,866,653⁽⁵⁾	I	(5)
Common Stock	11/24/2004		S		2,000	D	$3.7	1,864,653⁽¹⁾	D
Common Stock	11/24/2004		S		2,000	D	$3.7	1,864,653⁽²⁾	I	(2)
Common Stock	11/24/2004		S		2,000	D	$3.7	1,864,653⁽³⁾	I	(3)
Common Stock	11/24/2004		S		2,000	D	$3.7	1,864,653⁽⁴⁾	I	(4)
Common Stock	11/24/2004		S		2,000	D	$3.7	1,864,653⁽⁵⁾	I	(5)
Common Stock	11/24/2004		S		3,000	D	$3.7001	1,861,653⁽¹⁾	D
Common Stock	11/24/2004		S		3,000	D	$3.7001	1,861,653⁽²⁾	I	(2)
Common Stock	11/24/2004		S		3,000	D	$3.7001	1,861,653⁽³⁾	I	(3)
Common Stock	11/24/2004		S		3,000	D	$3.7001	1,861,653⁽⁴⁾	I	(4)
Common Stock	11/24/2004		S		3,000	D	$3.7001	1,861,653⁽⁵⁾	I	(5)
Common Stock	11/24/2004		S		1,000	D	$3.73	1,860,653⁽¹⁾	D
Common Stock	11/24/2004		S		1,000	D	$3.73	1,860,653⁽²⁾	I	(2)
Common Stock	11/24/2004		S		1,000	D	$3.73	1,860,653⁽³⁾	I	(3)
Common Stock	11/24/2004		S		1,000	D	$3.73	1,860,653⁽⁴⁾	I	(4)
Common Stock	11/24/2004		S		1,000	D	$3.73	1,860,653⁽⁵⁾	I	(5)

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)

1. Name and Address of Reporting Person^*

BAYSTAR CAPITAL II LP

(Last)

(First)

(Middle)

C/O BAYSTAR CAPITAL MANAGEMENT, LLC

80 E SIR FRANCIS DRAKE BLVD, SUITE 2B

(Street)

LARKSPUR

94939

(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^*

Baystar Capital Management, LLC

(Last)

(First)

(Middle)

80 EAST SIR FRANCIS DRAKE BLVD.

SUITE 2B

(Street)

LARKSPUR

94939

(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^*

Goldfarb Lawrence

(Last)

(First)

(Middle)

C/O BAYSTAR CAPITAL MANAGEMENT, LLC

80 EAST SIR FRANCIS DRAKE BLVD., SUITE 2

(Street)

LARKSPUR

94939

(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^*

Lamar Steven M

(Last)

(First)

(Middle)

C/O BAYSTAR CAPITAL MANAGEMENT, LLC

80 EAST SIR FRANCIS DRAKE BLVD., SUITE 2

(Street)

LARKSPUR

94939

(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^*

DERBY STEVEN

(Last)

(First)

(Middle)

53 FOREST AVENUE 2ND FL

(Street)

OLD GREENWICH

06870

(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. These securities are beneficially owned by Baystar Capital II, L.P. (the "Partnership").

2. These securities are held by the Partnership, for whom Baystar Capital Management, LLC ("Manager") is the investment manager. Pursuant to investment agreements, Manager shares all investment and voting power with respect to the securities held by the Partnership. The entire amount of the Issuer's securities held by the Partnership is reported herein. Manager disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that Manager is the beneficial owner of such securities.

3. These securities are held by the Partnership. Lawrence Goldfarb is a managing member of Manager and, as such, shares all investment and voting power with respect to the securities held by the Partnership Mr. Goldfarb disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Goldfarb is the beneficial owner of such securities.

4. These securities are held by the Partnership. Steven M. Lamar is a managing member of Manager, and as such, shares all investment and voting power with respect to the securities held by the Partnership. Mr. Lamar disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Lamar is the beneficial owner of such securities.

5. These securities are held by the Partnership. Bay East, L.P. is a managing member of Manager, of which Steven Derby is the general partner and sole owner of outstanding partnership interests. Accordingly, Mr. Derby shares all investment and voting power with respect to the securities held by the Partnership. Mr. Derby disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Derby is the beneficial owner of such securities.

	Baystar Capital II L.P. By: /s/ Scott Derby, by Power of Attorney	11/26/2004
	Baystar Capital Management, LLC By: /s/ Scott Derby, by Power of Attorney	11/26/2004
	Lawrence Goldfarb /s/ Scott Derby, by Power of Attorney	11/26/2004
	Steven Lamar /s/ Scott Derby, by Power of Attorney	11/26/2004
	Steve Derby /s/ Scott Derby, by Power of Attorney	11/26/2004
	** 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.
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