X0202 4/A 2005-01-14 2005-01-19 0001010286 FIRST AVENUE NETWORKS INC FRNS.OB 0001127939 ASPEN ADVISORS LLC 152 WEST 57TH STREET 46TH FLOOR NEW YORK NY 10019 0 0 1 0 0001237622 ASPEN PARTNERS SERIES A 152 W. 57TH STREET 46TH FLOOR NEW YORK NY 10019 0 0 1 0 0001237613 ASPEN CAPITAL LLC 152 W. 57TH STREET 46TH FLOOR NEW YORK NY 10019 0 0 1 0 0001237606 HECHT NIKOS C/O ASPEN ADVISORS LLC 152 WEST 57TH STREET - 46TH FLOOR NEW YORK NY 10019 0 0 0 1 Managing Member Common Stock, par value $.001 per share 2005-01-14 4 J 0 16937101 A 20724219 I Through a partnership and managed accounts On January 14, 2005, pursuant to an asset purchase agreement between Teligent Inc. ("Teligent") and the Issuer, Teligent acquired 25,194,647 shares of the Issuer's common stock as the consideration for the Issuer's purchase of substantially all the assets of Teligent. Aspen Partners, Series A, a series of Aspen Capital Partners LP, a Delaware limited partnership (the "Partnership") and private institutional accounts (the "Managed Accounts") managed by Aspen Advisors LLC, a Delaware limited liability company (the "Advisor") own a controlling interest in Teligent. Teligent's acquisition of 25,194,647 shares of the Issuer's common stock was originally reported in a Form 4 dated January 19, 2005. On February 25, 2005, Teligent distributed the common stock received in such transaction to its stockholders, including the Partnership and the Managed Accounts. This Form 4/A is being filed to report such distributions. Of the 20,724,219 shares reported in Table I, Aspen Partners owns 13,131,592 shares and the Managed Accounts own 7,592,627 shares. Aspen Capital LLC, a Delaware limited liability company (the "General Partner"), is the general partner of the Partnership. The Advisor also acts as the investment manager of the Partnership. The shares in Table I exclude 1,174,383 warrants held by the Partnership and 497,757 warrants held by the Managed Accounts. The Partnership and the General Partner disclaim any beneficial interest in the securities owned by the Managed Accounts, and the General Partner disclaims any beneficial interest in the securities owned by the Partnership in excess of a 1.99% pecuniary interest therein, calculated in accordance with Rules 16a-1(a)(2) and (a)(3) under the Exchange Act. See also Note (4). The Advisor disclaims any beneficial interest in the securities owned by the Partnership and the Managed Accounts. Mr. Nikos Hecht is the managing member of the General Partner and of the Advisor. By virtue of such status, he may be deemed the beneficial owner of the securities held by the Partnership and the Managed Accounts under Regulation 13D-G under the Exchange Act. Mr. Hecht disclaims any beneficial interest in the securities owned by the Partnership other than a 1.19% pecuniary interest in such shares and warrants, calculated in accordance with Rules 16a-1(a)(2) and (a)(3). He disclaims any beneficial interest in the securities owned by the Managed Accounts. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose. Aspen Advisors LLC, by Nikos Hecht, Managing Member 2005-03-08 Aspen Partners Series A, a series of Aspen Capital Partners, LP by Aspen Capital LLC, General Partner, by Nikos Hecht, Managing Member 2005-03-08 Aspen Capital LLC by Nikos Hecht, Managing Member 2005-03-08 Nikos Hecht, Managing Member 2005-03-08