| 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
nFinanSe Inc. [ NFSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 06/13/2008 | 06/13/2008 | J | 400,000 | D | $2.5 | 535,203 | I | (1)(1) | |
| Common Stock | 10/31/2008 | 10/31/2008 | P | 26,982 | A | $2.44 | 562,185 | I | (2)(2) | |
| Common Stock | 05/05/2009 | 05/05/2009 | P | 69,990 | A | $0.95 | 632,175 | I | (3)(3) | |
| Series C Preferred Stock | 06/13/2008 | 06/13/2008 | P | 250,000 | A | $2 | 250,000 | D | ||
| Series C Preferred Stock | 06/13/2008 | 06/13/2008 | P | 625,000 | A | $2 | 875,000 | I | (4)(4) | |
| Series D Preferred Stock | 08/21/2009 | 08/21/2009 | P | 755,179 | A | $3 | 755,179 | I | (5)(5) | |
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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 | ||||||||
| Warrant Shares | $0.01 | 06/13/2008 | 06/13/2008 | A | 125,000 | 06/13/2008 | 06/13/2013 | Warrant Shares | 125,000 | $0.01 | 608,912 | D | |||
| Warrant Shares | $0.01 | 06/13/2008 | 06/13/2008 | A | 112,500 | 06/13/2008 | 06/13/2013 | Warrant Shares | 112,500 | $0.01 | 721,412 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 07/21/2008 | 07/21/2008 | A | 65,000 | 07/21/2008 | 07/21/2013 | Warrant Shares | 65,000 | $0.01 | 786,412 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 11/26/2008 | 11/26/2008 | A | 50,000 | 11/26/2008 | 11/26/2010 | Warrant Shares | 50,000 | $0.01 | 836,412 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 12/29/2008 | 12/29/2008 | A | 50,000 | 12/29/2008 | 12/29/2010 | Warrant Shares | 50,000 | $0.01 | 886,412 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 01/23/2009 | 01/23/2009 | A | 100,000 | 01/23/2009 | 01/23/2011 | Warrant Shares | 100,000 | $0.01 | 986,412 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 05/07/2009 | 05/07/2009 | A | 100,000 | 05/07/2009 | 05/07/2014 | Warrant Shares | 100,000 | $0.01 | 1,086,412 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 05/08/2009 | 05/08/2009 | A | 333,333 | 05/08/2009 | 05/08/2014 | Warrant Shares | 333,333 | $0.01 | 1,419,745 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 06/04/2009 | 06/04/2009 | A | 50,000 | 06/04/2009 | 06/04/2014 | Warrant Shares | 50,000 | $0.01 | 1,469,745 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 06/11/2009 | 06/11/2009 | A | 2,160,000 | 06/11/2009 | 06/11/2014 | Warrant Shares | 2,160,000 | $0.01 | 3,629,745 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 08/07/2009 | 08/07/2009 | A | 666,666 | 08/07/2009 | 08/07/2014 | Warrant Shares | 666,666 | $0.01 | 4,296,411 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 08/21/2009 | 08/21/2009 | A | 7,524,290 | 02/23/2010 | 08/21/2014 | Warrant Shares | 7,524,290 | $0.01 | 11,820,701 | I | (6)(6) | ||
| Warrant Shares | $0.01 | 12/01/2009 | 12/01/2009 | A | 27,500 | 02/23/2010 | 12/01/2014 | Warrant Shares | 27,500 | $0.01 | 11,848,201 | I | (6)(6) | ||
| Explanation of Responses: |
| 1. Pursuant to the Securities Exchange Agreement dated June 13, 2008, Mr. Terker exchanged the Common Stock for Series C Convertible Preferred Stock. Represents 180,000 shares of common stock beneficially owned by Ballyshannon Partners, LP, 120,000 shares of common stock beneficially owned by Ballyshannon Family Partnership, LP and 100,000 shares of common stock beneficially owned by Geewax, Terker and Co. PS Plan and Trust, over which Mr. Terker has voting power. Mr. Terker disclaims beneficial ownership of the securities held by these entities except for his pecuniary interests therein. |
| 2. Represents 16,106 shares of common stock beneficially owned by Ballyshannon Partners, LP, 4,677 shares of common stock beneficially owned by Ballyshannon Family Partnership, LP and 6,199 shares of common stock beneficially owned by Argosy Capital Group II, LP, over which Mr. Terker has voting power. Mr. Terker disclaims beneficial ownership of the securities held by these entities except for his pecuniary interests therein. |
| 3. Represents 41,778 shares of common stock beneficially owned by Ballyshannon Partners, LP, 12,132 shares of common stock beneficially owned by Ballyshannon Family Partnership, LP and 16,080 shares of common stock beneficially owned by Argosy Capital Group II, LP, over which Mr. Terker has voting power. Mr. Terker disclaims beneficial ownership of the securities held by these entities except for his pecuniary interests therein. |
| 4. Represents 225,000 shares of Series C Preferred Stock beneficially owned directly by Ballyshannon Family Partnership LP, 225,000 shares of Series C Preferred Stock beneficially owned directly by Ballyshannon Partners LP, 50,000 shares of Series C Preferred Stock beneficially owned directly by Cynthia Terker and 125,000 shares of Series C Preferred Stock beneficially owned directly by Argosy Capital Group III LP, over which Mr. Terker holds voting power. Mr. Terker disclaims beneficial ownership of the securities held by these entities except for his pecuniary interest therein. |
| 5. Represents 102,363 shares of Series D Preferred Stock beneficially owned directly by Ballyshannon Family Partnership LP and 607,177 shares of Series D Preferred Stock beneficially owned directly by Ballyshannon Partners LP, 11,333 shares of Series D Preferred Stock beneficially owned directly by Cynthia Terker, 34,306 shares of Series D Preferred Stock beneficially owned directly by Odyssey Capital Group, LP, over which Mr. Terker holds voting power. Mr. Terker disclaims beneficial ownership of the securities held by these entities except for his pecuniary interest therein. |
| 6. Represents warrants to purchase 8,901,770 shares of common stock held by Ballyshannon Partners LP, warrants to purchase 1,910,296 shares of common stock held by Ballyshannon Family Partnership LP, warrants to purchase 62,500 shares of common stock held by Argosy Capital Group III LP, warrants to purchase 676,393 shares of common stock held by Odyssey Capital Group LP and warrants to purchase 138,330 shares of common stock held by Cynthia Terker. Mr. Terker will hold voting power in these shares if the warrant is exercised. Mr. Terker disclaims beneficial ownership of the securities held by these entities except for his pecuniary interests therein. |
| Remarks: |
| Terker Bruce E | 03/08/2010 | |
| ** 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. | ||