SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
WORTHY RICHARD E

(Last) (First) (Middle)
C/O CAPITAL GROWTH SYSTEMS, INC.
500 W. MADISON ST. SUITE 2060

(Street)
CHICAGO IL 60661

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2008
3. Issuer Name and Ticker or Trading Symbol
CAPITAL GROWTH SYSTEMS INC /FL/ [ CGSY.OB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (1) 05/02/2018 Common 400,000 0.6 D
Explanation of Responses:
1. Option is exercisable as to 100,000 shares immediately and as to an additional 100,000 shares on each of May 2, 2009, May 2, 2010 and May 2, 2011, provided that: (i) the undersigned continues to serve as a director of the Company as of the applicable vesting date (and vesting accelerating on change-in-control); and (ii) in no event can option be exercised if there are insufficient shares underlying the option for exercise after resignation of common stock underlying all convertible debentures and corresponding warrants issues pursuant to the Company's March 2008 debt placement.
/s/ Richard Edward Worthy 05/12/2008
** 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 5 (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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