X0202 3 2008-05-20 0 0000925178 MOVIE GALLERY INC NONE 0001386790 Sopris Capital Advisors LLC 314 SOUTH GALENA STREET, SUITE 300 ASPEN CO 81611-1818 0 0 1 0 0001127939 ASPEN ADVISORS LLC 152 WEST 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 1 0 0001402239 Sopris Capital LLC 314 SOUTH GALENA STREET, SUITE 300 ASPEN CO 81611-1818 0 0 1 0 0001402240 Sopris Partners, Series A of Sopris Capital Partners, L.P. 314 SOUTH GALENA STREET, SUITE 300 ASPEN CO 81611-1818 0 0 1 0 0001366950 EnterAspen LTD 152 WEST 57TH STREET 46TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2929580 I Through managed accounts Common Stock 4101034 I Through managed accounts Common Stock 10351115 D Warrant 20.00 2008-05-20 2015-05-15 Common Stock 87312 I Through managed accounts Warrant 20.00 2008-05-20 2015-05-15 Common Stock 117256 I Through managed accounts Warrant 20.00 2008-05-20 2015-05-15 Common Stock 297330 D Warrant 10.00 2008-05-20 2015-05-26 Common Stock 86250 D Warrant .01 2008-05-20 2015-05-26 Common Stock 469359 I Through managed accounts Warrant .01 2008-05-20 2015-05-26 Common Stock 250161 I Through managed accounts Warrant .01 2008-05-20 2015-05-26 Common Stock 581319 I Through accounts managed by Sopris Advisors Warrant .01 2008-05-20 2015-05-26 Common Stock 400258 D All of the 2,929,850 shares reported in Table I and warrants to purchase an aggregate of 556,671 shares reported in Table II are owned by EnterAspen Limited ("EnterAspen") and managed by Aspen Advisors LLC, a Delaware limited liability company ("Aspen Advisors"). Aspen Advisors disclaims any beneficial interest in the securities owned by EnterAspen, except to the extent of its pecuniary interest therein. Mr. Nikos Hecht is the managing member of Aspen Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by EnterAspen under Regulation 13D-G under the Exchange Act. Mr. Hecht disclaims any beneficial interest in the securities owned by EnterAspen, except to the extent of its pecuniary interest therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose. All of the 4,101,034 shares reported in Table I and warrants to purchase an aggregate of 367,417 shares reported in Table II, are owned by EnterAspen and managed by Sopris Capital Advisors, LLC, a Delaware limited liability company ("Sopris Advisors"). Sopris Advisors disclaims any beneficial interest in the securities owned by EnterAspen, except to the extent of its pecuniary interest therein. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by EnterAspen under Regulation 13D-G under the Exchange Act. Mr. Hecht disclaims any beneficial interest in the securities owned by EnterAspen? except to the extent of its pecuniary interest therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose. All of the 10,351,115 shares reported in Table I and warrants to purchase an aggregate of 783,838 shares reported in Table II are owned directly by Sopris Partners Series A, of Sopris Capital Partners, L.P. ("Sopris Partners"). Sopris Capital LLC is the general partner of Sopris Partners. Sopris Capital LLC ("Sopris Capital") owns a 2.53% interest in Sopris Partners. Mr. Nikos Hecht owns a 2.42% interest in Sopris Partners through Sopris Capital and a 0.48% direct interest in Sopris Partners for a total interest of 2.9%. Both Sopris Capital and Nikos Hecht disclaim any beneficial interest in the securities owned by Sopris Partners, except to the extent of their respective pecuniary interests therein. SOPRIS PARTNERS SERIES A, OF SOPRIS CAPITAL PARTNERS, L.P. By: SOPRIS CAPITAL, LLC, Its general partner By: /s/ NIKOS HECHT, Sole Member of the Managing Member 2008-05-30 SOPRIS CAPITAL, LLC By: /s/ NIKOS HECHT, Sole Member of the Managing Member 2008-05-30 ASPEN ADVISORS LLC By: /s/ NIKOS HECHT, Managing Member 2008-05-30 ENTERASPEN LIMITED BY: ASPEN ADVISORS LLC, its attorney-in-fact with respect to accounts managed by Aspen Advisors LLC By: /s/ Nikos Hecht, Managing Member 2008-05-30 SOPRIS CAPITAL ADVISORS, LLC, its attorney-in-fact with respect to accounts managed by Sopris Capital Advisors, LLC By: /s/ Nikos Hecht, Managing Member 2008-05-30 /s/ NIKOS HECHT 2008-05-30