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^*

PAULSEN WILLIAM F

(Last)

(First)

(Middle)

C/O OF CRYSTAL RIVER CAPITAL, INC.

3 WFC, 200 VESEY STREET, 10TH FLOOR

(Street)

NEW YORK

10281-1010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Crystal River Capital, Inc. [ crz ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2008

4. 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 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⁽¹⁾	04/29/2008		A		1,121	A	⁽²⁾	13,479⁽³⁾	D

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)

Explanation of Responses:

1. Deferred stock units awarded pursuant to the Issuer's 2005 Long-term Incentive Plan (th "Plan") that are to be settled in common stock ("Common STock") of Crystal River Capital, Inc. (the "Issuer") on a one-for-one basis in one installment that is issued on the date on which the Reporting Person ceases to be a director of the Issuer.

2. Represents deferred stock units credited to the account of the Reporting Person which convert to shares of Common Stock of the Issuer on a one-for-one basis. The number of shares of Common Stock subject to the deferred stock units credited to the Reporting Person was determined by dividing (1) the product of the number of shares of Common Stock subject to all restricted stock units and deferred stock units held by the Reporting Person on March 31, 2008 and the per share dollar amount of the Common Stock dividend paid by the Issuer on April 29, 2008 by (2) the closing price of the Common Stock on the New York Stock Exchange on April 29, 2008.

3. Excludes 15,745 shares of Common Stock owned by The Paulsen Foundation, for which the Reporting Person serves as president and in which the Reporting Person has no pecuniary interest. Also excludes 2,000 restricted stock units awarded pursuant to the Plan that vest over time and are settled in Issuer deferred stock units upon vesting, which deferred stock units are to be settled in Issuer Common Stock on a one-for-one basis in one installment that is issued on the date on which the Reporting Person ceases to be a director of the Issuer. All 2,000 of such restricted stock units vest on June 12, 2008.

	/s/ John J. Feeney, Jr., on behalf of William F. Paulsen	05/01/2008
	** 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 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).
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